Impossible Dreams
by strawberrieNinja
Summary: Soundwave would go anywhere and do anything for his leader. Why then was it always Starscream and never him that Megatron chose as a partner? Soundwave was the perfect servant and Megatron wanted the exact opposite of that. Or so Soundwave assumed... Megatron/Starscream, Megatron/Soundwave. Transformers Prime universe.
1. Chapter 1

A/N: mew. I'm extremely shy. I've never posted fanfiction on the internet before. I'm an animator, not a writer. I just really love this pairing and I wanted to try exploring Soundwave's relationship to other characters. I hope this story will be okay. eep. Please don't hate it too much. It has like 9 chapters of mostly ero. I need to keep proof-reading it...

TFP (C) Hasbro. I own nothing.

**Chapter 1**

Metallic blows echoed through Soundwave's current live feed. Early on he had secretly strung up numerous audio and video receptors on the Nemesis. As the intelligence officer, he considered it his job to survey the activity of everyone on the ship and to keep tabs on any suspicious behavior (and that's "suspicious" spelled "S-T-A-R-S-C-R-E-A-M.") And at the moment, Starscream was indeed the one under surveillance. He was arguing about something trivial with Lord Megatron as usual and getting thrashed for it. Video cameras were kept out of Megatron's room to preserve the majority of his master's privacy, but nevertheless, audio recorders took up residency in their place. That way if his Lord were in any danger while he slept, Soundwave would at least be able to hear the commotion and rush to his aid.

At least that was the reasoning behind it. It didn't stop Soundwave from sometimes listening in on scenes he knew were none of his business. Eavesdropping surely had not been his original intent when he had sent Laserbeak to install the microphones somewhere hidden. However, after he found out how it made his spark ache he couldn't stop himself from listening. Just what was going on in his master's quarters he could only guess, could never actually see, but the audio alone supplied enough to fill in the lack of a visual.

So there it was: the ring of metal and words turning violent; the scuff of wings hitting a berth and heavy footsteps; the point where words turned to whines turned to pleasured moans. Typical. Soundwave knew it shouldn't concern him who his Lord took to his chambers or what he then did with said mech. He knew it, but he didn't feel it.

At first he had misdiagnosed his emotional reaction as annoyance—while Starscream certainly had his admirable moments of evil genius and was a graceful flier to boot, he was always whining and undermining Megatron's authority; he didn't deserve the attention. Surely his master deserved something better than that. It was only later that Soundwave realized he was unconsciously running comparisons between Starscream's behavior and his own. Soundwave was loyal, diligent, and reliable. He would offer information and his services willingly to Megatron whereas Starscream needed to be explicitly asked, and even then would complain about it. Soundwave strived always for perfection so that he might please Megatron; Starscream strived to please no one but himself and to find ways of making others please him as well. Countless hours—years—Soundwave had dedicated to the Decepticon cause, working as efficiently and flawlessly as possible. And Megatron's praise did come, certainly: in verbal acknowledgement, "Excellent, Soundwave"; in the admiring regard of his leader's eyes, burning with passion for a bright future. There was an easy fondness between them, but it never amounted to anything more. Soundwave had never shared his master's berth, never been offered romance.

Soundwave hadn't really believed in anything until he met Megatron, had never thought a single mech could be undefeatable. Yet Megatron was invincible. The gladiator had blazing dreams and the might to back them up. He was the impossible made possible. Never had Soundwave ever seen so much passion and unrestrained power. Megatron was like wildfire, spreading and igniting and joining all in its path. He would follow that anywhere, if only for a chance to stand near the heat of those flames.

Soundwave would go anywhere, do anything for his leader. Why then was it always Starscream and never him that Megatron chose as a partner? That question stung more than it had any right to. The answer even more so: Soundwave was too easy. That had to be it. With Starscream, every day was a challenge, a BATTLE. The Seeker was a mess of emotions and a whirlwind of passion—passion that matched Megatron's own. He was never still, never predictable. Starscream was wild as a tornado, and Megatron wanted the glory of controlling something everyone would tell him is uncontrollable. Because that's what Megatron did. He did the impossible. Soundwave was the perfect servant and Megatron wanted the exact opposite of that.

So he listened to the love affair between warlord and Seeker, listened to the curses and smash of metal; the whining that turned to needy wailing, and his master's satisfied cries as he nightly conquered his wily SIC. He listened to the occasional love confession: Starscream would tenderly croon promises to be loyal, to be swifter, stronger, more thorough in some way. Megatron would whisper praise to his gorgeous little flier, verbally admiring his frame, his devious cleverness, his heated screams when they made love. Sometimes they would laugh. Soundwave listened to soft words he couldn't make out. He listened to eager cries that needed no explanation at all. He listened even though at this point it made him sick, and it made him hate Starscream all the more.


	2. Chapter 2

A/N: Nothing mature going on in this chapter either. Just more stalker-wave, lol.

**Chapter 2**

It had been approximately a month since Starscream had deserted.

The Autobots kept them occupied, and Soundwave was busy decoding the locations of precious relics. Airachnid was either in hiding or offlined. Insecticons roamed the corridors, but despite that there was a vague emptiness about the ship. Megatron had only mentioned it in passing, but Soundwave could tell it lingered on his leader's mind. The fact that he mentioned it out loud at all proved that he must be thinking it a lot. He missed Starscream. There was no one to push around, no one to fight him back, no one to warm his berth. The jet's betrayal had doubtlessly hurt him more than he dared to let show. Megatron had become quick to anger—quicker than usual, and wavered between sullen and restless. As much as Soundwave didn't want to believe it, he knew Starscream tempered his leader in some way. The Seeker kept Megatron on his toes, entertained, satiated. He was that spark in his master's life. Without him gallivanting around there was no excitement, and certain routines had become uneventful and tedious. There was a gap now, an emptiness.

Or an opening. Soundwave had been monitoring Megatron's behavior and energy level. He had organized charts and compared them to previously recorded data. Privately. It wasn't apparent to others, (at least Soundwave didn't think so), but without Starscream around Megatron was not only depressed but sexually frustrated. In the past he had seen Megatron occasionally snatch an eradicon to bring back to his quarters, but that may have only been to make Starscream mad. He had not noticed anyone going to or leaving his master's chambers since the Seeker had left. Soundwave wondered if that said anything about his leader's fidelity. Perhaps it only reflected his stubbornness. Either way, Soundwave did not like seeing his Lord unsatisfied, and rather than wait for him to take his aggressions out on an unworthy vehicon, the intelligence officer decided it was time to take a chance. He would offer himself as substitute for a sexual partner.

He bided his time until his library of surveillance systems caught Megatron alone on deck. Wordlessly he abandoned his desk, unquestioned by any vehicon and sauntered to meet his leader above.

Standing in the sun and glinting heroically was Megatron, a throwback to their gladiator days. The gunmetal warlord heard footsteps and turned nonchalantly to see who would be brave enough to bother him while he was out here alone.

"Ah, Soundwave," Megatron acknowledged his officer with a smile and slight turn of his helm, "Did you need to see the sky too? I've been cramped in the dark for too long. I needed to feel the wind and sun." His master's tone was conversational, almost affectionate. It was always this way. Megatron dropped his guard in Soundwave's presence. Around Soundwave he had nothing to prove, no necessity for aggression or brutality. Talking to Soundwave was easy for him. It was like talking to his shadow. In all honesty, he thought, that was just what Soundwave had become. Since the very beginning the dark mech had persisted silently by his side as constant as a shadow. He was irreplaceable.

Soundwave nodded slowly in response to his lord's query, an almost imperceptible gesture that Megatron knew intimately.

"Penny for your thoughts?" Megatron teased with a friendly grin, knowing fully well Soundwave would never say a word.

His thoughts, however, the drone readily shared. With a soft inclination of his helm, Soundwave commed_, 'Observation: Leader Megatron: grows daily agitated. Soundwave: offers assistance.'_

Megatron frowned condescendingly at his TIC, "What are you talking about Soundwave?"

'_Excessive energy and charge buildup: Over-abundance of tension. Relief from tension: recommended. Leader Megatron: unsatisfied. Starscream: absent.'_

The annoyed frown plummeted dangerously into a scowl. "And just what are you suggesting?" he growled, stepping closer to the blue-grey and purple con, "Are you going to send me a replacement? One of your eradicons to distract me?"

A thoughtful blip and a quiver on Soundwave's visor, _'Revision of previous statement: Soundwave: offers personal assistance.'_

At this Megatron's sharp eyebrows rose. There was a minute pause before he asked, "You are implying that I should use you as some pleasure drone?"

Soundwave's screen scrambled agitatedly, _'Statement: not entirely accurate…'_

"No, my loyal officer. You are no substitute for Starscream."

Soundwave thought he detected an elevated level of energon processing from Megatron's systems. The warlord was scrutinizing him and taking another step closer.

"Even so, Soundwave, what you propose…That's going above and beyond the call of duty," he leaned in, dropping his vocals to a much lower decibel, "Isn't it?"

Even as Soundwave started to answer, Megatron raised a taloned hand and traced Soundwave's cheek with the back of one digit. Soundwave eyed it warily as he commed, _'Negative. Megatron's mood stability: necessity…' _he trailed off as those claws suddenly sprang for his helm. Minutely he flinched as Megatron gripped fiercely the metal plate around his neck.

"'Necessity?'" his lord rumbled softly through bared teeth that imitated a smile. "If I wanted to frag someone, don't you think I would have done so already? I am hardly incapable of finding myself a willing partner if I choose to." He shook his head with a snarl. "Why have you bothered bringing any of this nonsense to my attention? What is your purpose? You seem awfully concerned," the hand turned its claws against the glass of his mask and slowly began to _scrape_, "With my well-being, dear Soundwave. Are you sure this is for the good of the Decepticon army, or is this more of a…personal endeavor?"

His face was entirely too close. Soundwave doggedly ignored the frenzied spinning of his spark. Megatron was unpredictable like this, Soundwave knew. Gestures of affection were sometimes used to disarm; lull his partner into a false sense of security before the strike. Soundwave stood tense, prepared to receive a blow.

'_Negative,'_ he insisted again, _'Megatron's happiness: foremost concern. Aforementioned responsibility: willingness to assume with your consent.'_

The silver ex-gladiator held his gaze then as if searching for something, fiery red eyes reflecting off his screen and making him want to switch on his cooling fans. Megatron's dangerous grin had deflated, and a sullen, possibly disinterested frown took its place. There was silence. Silence with those eyes burning him up. The hand on his helm twitched, rose. Soundwave tensed and set his pedes. But Megatron only looked at him curiously and sweetly ran the back of his digits down the side of Soundwave's helm, and over the collar under his chin.

"Do not think this is required of you," he said in an even tone. "You are a faithful soldier and spy, and I know you constantly go out of your way to excel rather than merely accomplish. You are an esteemed warrior, Soundwave, and the service you have just offered is beneath you." A second hand came up to hold the back of his domed helm. "Do not misjudge your own worth, Soundwave." The hand petted him, "You are a valued asset, not a meager piece of living metal for me to pleasure myself with."

The hand withdrew, and even though no violence had come from it, Soundwave felt an unfamiliar sting inside him. It was a rejection no different from all the others, so what made this one so brutal? Megatron could have laughed at him, could have beaten him for ever thinking himself worthy to share his leader's intimate company. Perhaps it was that he had been dismissed with such petty disinterest. Soundwave had told himself over and over that he was not Megatron's desired partner and should not expect acceptance. He had been telling himself that even as he approached the subject just now. Somehow, he hadn't been expecting it to hurt this much. Yet there it was, creeping down his throat and into the core of his frame, the sour ache of wanting something unobtainable.

'_Query: If benefit is mutual: reconsider previous statement?' _he blurted out.

For a moment Megatron simply stared at him with optics rounded in curiosity. Then those dark red optics narrowed and an equally pinched smile drew across Megatron's mouth plates.

"No," he chuckled, "Not even then." The warlord turned from him then, moving toward the door of the ship so he could reenter. Soundwave stood impassively, pointedly not trembling or stomping or shouting—not doing anything Starscream would have. What else could he do but follow his leader back inside and resume his work. Nothing had changed. Nothing was different. It was just another day of Megatron not wanting him. It was nothing to get upset over, Soundwave reprimanded himself.

"Oh," Megatron stilled, as if suddenly remembering something. Soundwave stood at attention awaiting orders. Without turning completely to face his TIC, head only slightly angled in Soundwave's direction, Megatron called over his shoulder spikes, "Soundwave, would you come to my quarters once you have finished your shift?" And he resumed walking.

No embellishments. No explanations.

"_Come to my quarters,"_ Soundwave played back once he was standing alone on deck.


	3. Chapter 3

A/N: I bet Soundwave is actually a nervous wreck but he just doesn't show it. My version of Soundwave has a severe phobia of _showing_ emotions, but that doesn't mean he doesn't feel them at all. Sorry this chapter is kind of boring. It has cute baby time to try to make up for that. Soundwave cuddling his babies is my favorite thing on earth.

**Chapter 3**

Soundwave stood at his station staring distractedly at all the monitors. Whenever Megatron invited someone to his chambers it was for punishment or sex. Or both. Soundwave ran through the past month's data records, then the past two months' then three for good measure. None of his actions (or lack thereof) had warranted anything requiring punishment; therefore the only reason left for Megatron to want Soundwave in his room was for sex. Even though he had flat out refused him on deck. Megatron had changed his mind then? That was something that bothered Soundwave, but there could be no other logical answer. Megatron never had second thoughts, never regretted his words, and he definitely never _lied _to _Soundwave_—to other mechs, certainly (naturally), but never Soundwave. Soundwave, the silent keeper of secrets was to whom he openly confided. Soundwave was to whom he boasted good news, complained of bad, and spoke to merely because he wanted the company of a silent ear, someone he knew would listen attentively, someone he trusted.

Soundwave checked his internal chronometer and read two hours left of his shift. Long fingers scrubbed through surveillance camera feed: the energon store room, the West Hall, the brig, the attaching hallway. Megatron would never hurt him (enough to cause lasting damage), of that much he was sure. The East Hall flashed on one of the monitors, followed by the adjoining halls that curved towards Med Bay. Vehicons patrolled peacefully and nothing was amiss. When angry, Megatron would gladly take his problems out on eradicons or Starscream—basically anyone within range. Soundwave knew enough to avoid his lord on such occasions, but upon speculation he decided even if he _were_ in range, he would not expect Megatron to strike or verbally abuse him. Probably yell _to_ him, but not _at_ him.

The ship's internal stats came to view with a blip: energon readings: normal. Fuel intake: consistent. No blockages, no leaks. Just because Megatron showed a lack of aggression towards Soundwave did not signify that he felt any sort of affection or physical attraction for him.

Energon supplies: sufficient. With current rationing system in place, estimated time of depletion: 106 days, 5 hrs, aprox. 11 seconds. Indeed, Megatron showed a vehemence (positive or negative) for his desired partners, not a mere treatment of neutrality. He liked to see if they would cringe, defend themselves, fight back. It didn't really matter what said partner did, Megatron just wanted to watch what sort of a response he could draw from another mech.

Possibility of energon ration reduction –scan in progress—further reduction results in 12% minimization of eradicons overall efficiency. Scan of all outputs of energon (excluding feuling Nemisis): Medical, sustenance, maintenance, repairs: result: maintain current levels of distribution, reduction in one area to compensate for an increase in another inadvisable. Click. Next screen.

Soundwave knew the look of desire Megatron bestowed on someone he wanted in his berth. He had catalogued it along with every other expression and emotion his Lord exhibited. He recognized the narrowed optics and their burnt-red glow, the bowed helm and servos tensed as if ready to lash out. He knew the rise in body temperature and the expansion of his master's pupils. He had seen it and stored it.

That look had never been directed at him. There were times….almost. It had come close…but no, that was pride, wasn't it? Appreciation? Satisfaction? It wasn't hunger. It wasn't need. Megatron had praised Soundwave's good work, rested an appreciative hand on his shoulder, flashed him cunning, wild grins, but there was no promise in his face then, no suggestion or invitation.

With a start Soundwave realized he had glazed over the past three reports he had been reading on eradicon activity and could not recall a single word of what he had just read. With all these thoughts and anxieties tumbling around in his processor, it was impossible to focus. The spy hated uncertainty, he dreaded it. He hated lacking information. He hated doubting himself. It was entirely unfamiliar for him to second-guess himself. He was always certain. He always knew the odds, could always predict the most possible outcome. Not this time.

Still an hour left.

What would he do once he passed through Megatron's door? With no solid conclusion of what his Lord would do, it was impossible to conclude his own reaction. A warning flashed on his monitor: too much traffic on their main server. Redirect bandwidth. Analyze all projects open. Cancel actions not presently deemed vital. Reboot server. No problems reported.

Soundwave managed a whole ten minutes of analyzing available recorded information on his interactions with Megatron and Megatron's interactions with others, construing possible scenarios before he caught himself. He had been clicking through scans and charts without even looking at them. With a rough growling ex-ventilation he turned away from his computer. This was accomplishing nothing. He logged his time and status on current operations, signed off, and walked directly to his room.

On his berth he sat, petting Laserbeak while Ravage lied curled up beside him, the Cybertronian cat pressed firmly against his hip. It was not doing him any good fretting over what Megatron might want from him, so he would simply spend the rest of his time trying to relax. It wasn't as if he was helpless. He could react to sudden changes gracefully. He could go with the flow and take the helm; make the best of any situation.

Laserbeak crooned at the sigh of confidence that rippled through her host's EM field. She readjusted herself in his lap and preened his armor. When all else failed, his symbiotes always managed to calm his spark. They brought out a gentle, paternal side of him that made the world feel soft and warm. Caring for them soothed him and made him feel appreciated. They acknowledged his efforts and reciprocated his affections. It was the closest to a family as he had ever known. He flopped backwards, laying on his backstruts with his pedes hanging off the berth. Laserbeak hopped up to nestle on his stomach while Ravage molded to his side and set up a rumbling purr with his engine. Soundwave closed his optics and basked in the moment of peace.


	4. Chapter 4

A/N: warnings for robot romance...I guess.

**Chapter 4**

He stood outside Megaton's door, vents cycling to a low, quiet hum, barely noticeable. He commed his leader, _'Request: entry.'_ Direct, as always.

The metal door slid open for him with a creak and a hiss, and then Megatron was towering over him with an unfamiliar expression on his face. Megatron bared his razor-filled smile and gestured cordially for Soundwave to enter. "Welcome," he nodded to a chair, "You may sit if you like.

Soundwave preferred to stand, so he did. He stood wordlessly beside his Lord and awaited orders. The door swished shut. Megatron's eyes measured him. Soundwave allowed his EM field to extend ever so slightly in a formal greeting. The silence grew.

At last Megatron said, "You have permission to speak freely here tonight. Tell me, Soundwave, just what was that little event on deck all about this afternoon? You have never come to me expressing… this sort of interest before."

Soundwave's visor flashed charts of Megatron's energy levels and studies showing the correlation between his overall mood and performance and his documented periods of interfacing. Soundwave was sticking to his guns until he knew for sure what was going on and why he was here. Charts were something he could handle. Information and data were his most comfortable means of communication.

"As you mentioned on deck, yes," he said waving him off agitatedly. Megatron then scowled accusingly, "Are you implying that I cannot control myself unless I interface regularly?"

_'Negative. Interface unnecessary, but produces optimal performance. Increases levels of satisfaction, contentment. Leader Megatron: often self-sacrificing, overworked; deserves affluent indulgence.'_

The scowl sagged to a frown, "I must say, Soundwave, you are very bold, to have recorded so much data on so intimate a subject without my orders or consent." Megatron's eyes darted about Soundwave's body as if sizing him up, as if he suddenly did not trust his TIC.

Soundwave only stood impassively, _'Negative. Data compilation: utmost thoroughness. Megatron's continued function: of key interest. All aspects: necessary for complete analysis. Sexual tendencies: thus equally important for assessment of vitals.'_

"I would still like to know," Megatron said wearily, "Why you are bringing all this up now. What is going on in that processor of yours? Answer me. _Honestly."_

Well, "honestly" was not something Soundwave really did, at least not very well. He was great at alluding, implying, showing statistics and graphs. Explanations just took too much effort.

So Soundwave paused. It was a valid question, one for which he had not yet improvised an answer. And then he thought, what if Megatron was merely toying with him? What if his Lord had seen through him, had noticed the exchange for what it really was: Soundwave bringing up data and vitals and other nonsense was the only way he could ever feel comfortable propositioning his Lord. What if Megatron just wanted to hear him say it outright? What if he was playing dumb until Soundwave admitted that he wanted him?

What if he wasn't?

"_Honestly,"_ Soundwave played back, altering the pitch so it sounded less of a command and more like a statement. He brought up next a clip from Starscream, _"Humble servant to Lord Megatron."_ The audio fragment cut off and he continued via intercom link,

'_Regarding partner selection: If discretion is favored: Soundwave: optimal choice.'_ His frame he could feel slowly heating up and faintly disrupting his placid EM field. He wondered if Megatron noticed. _'Megatron's secrets: ever protected. Chances of exploitation of vulnerability during interface: 0% In Starscream's absence: Soundwave: offers to please his Lord.' _The green sound waves scribbling across his face-screen almost erratically was the only indication that Soundwave felt any emotion at all. It came off as nervousness or embarrassment. Against his better judgment, he took a chance and continued, _'Megatron: long desired. Soundwave: willingness: absolute. Concern for exploitation of power over me: unwarranted. (If such notion impedes willingness to accept offer).' _He shifted on his pedes before adding in a low frequency and slight bend of his helm, _ 'Soundwave: undesired partner: acknowledged. Rejection: anticipated. However, proposition remains valid.' _Behind his black visor Soundwave's optics were clenched tight. It took considerable willpower not to shake, not to back away, not to look anywhere else but straight ahead. Standing at quiet attention was a habit, but that did not mean it was easy to maintain.

"Rejection?" Megatron echoed strangely, stepping into Soundwave's EM field with an alarming lack of menace. His servos lifted to the grooves on Soundwave's upper body that would have held Laserbeak. "Soundwave, do you truly think yourself undesirable?" That edge was back in Megatron's voice, the wicked, primal glitter in his optics that made Soundwave's spark twirl in its casing. He did not want to indulge himself in believing it, but Soundwave was almost certain he registered hope in his master's optics.

The fields around them had begun to grate on each other, electricity and magnetism tearing then sliding, joining then rending. Megatron's tense, alert body language and optics implored him to continue. The smaller mech fought the urge to back away, _'Lord Megatron: never expressed interest despite efforts to draw attention. Desired sexual partner: almost exclusively Starscream.'_

Then the wild glitter in his eyes turned cold as Megatron's EM field bit at Soundwave's own. "Must you keep bringing him up? And what about you, Soundwave? You certainly never expressed romantic interest towards me."

Soundwave took the time to look genuinely puzzled as he faltered. He wanted to speak freely as instructed, but there was that innate discontent at opposing his leader_. 'Assumption: signs were obvious. Soundwave: diligent, loyal, effective, molded into ideal Decepticon. Shares common interest. Absolutely willing. All executed in Megatron's gallant name. Megatron…had not identified these efforts as romantic pursuit? Agglomeration of mentioned traits: intended effect: to become more desirable, (in addition to aiding Decepticon cause, naturally).'_

Megatron wouldn't stop staring at him with those unreadable optics. Soundwave felt like Megatron should have smiled at this point—one of his predatory grins that made his spark thrill—should have grabbed him, laughing at his confession of wanting to interface with him, should have pulled him close and challenged him to back those words, taunted him to prove himself. Megatron should have done something brash.

He didn't. If anything, his frown had deepened into a tight look of concern. Soundwave could measure the calculating gaze directed at him, drank in the sight of those piercing red lights searching him and drawing whatever conclusions Soundwave could only guess. He almost dipped his head dismissively, was about to retract his offer and bid his Lord goodnight.

Megatron's voice was almost a whisper, "Soundwave…" he stepped closer to the blue-grey mech, his EM field entering Soundwave's like a cool gust of air, "All these years and nothing said. I would have been happy to indulge you if only I had known…" The way Megatron was staring at him with those burning red optics, Soundwave could only imagine he was about to be kissed. Or attacked. The electric currents pummeling his EM field were disorienting but not unwelcome. With Megatron, everything he did was intense, but whether his passion was to be used positively or violently was always teetering on the edge. It was an outcome not even Soundwave could predict, and it was the challenge of not knowing that sent a fierce chill of excitement every time down his back struts.

"You could have done this any time within the past 4 million years. Why now?"

Soundwave had no response except to churn his engine and flash green lines on his face. He fought the urge to follow the comforting pull of his Lord's magnetic field, wavering only a little towards Megatron.

In his silence, Megatron went on, vocalizer adopting a more familiar jeering quality, "My clever little intelligence officer, how did it never occur to you to act on this urge sooner? If not to please yourself, then at least to punish Starscream! It would have made him furious to even think of sharing me with someone else. It might have even acted as incentive for him to clean up his act, become more like you, my model Decepticon."

Therein lay the problem. Soundwave hardly wanted to act as a tool for repairing Megatron and Starscream's twisted relationship. He certainly did not want to get tangled in their romantic politics. Who in their right mind would ever want to deal with Starscream and his temper tantrums? Indeed he would have been furious and then some to learn he was no longer the center of attention—Soundwave had seen this for himself on far too many occasions—and Soundwave did not have the time nor patience to suffer the Seeker's melodramatic outrage. Aside from that, he did not want to reform the wayward jet, just so Starscream could be happily reunited with Megatron. That would be most unbeneficial to Soundwave. Reforming Starscream only meant that the Seeker would sail directly back into Megatron's waiting arms, ready for adoration and attention while Soundwave was left with no one. It wouldn't just be returning to square one, it would be worse. In this case the loneliness would have been all the more tangible for having known exactly what he was missing. He couldn't handle that, couldn't be contented with being wanted then ignored as if with a switch turning on and off, wouldn't feel any sense of fulfillment knowing his time with Megatron was only for the purpose of renewing his bond with the Seeker. No, it would be far too much a distraction, all that back and forth, loving and hating, too much jealousy and feelings that he simply did not have time for. Thus he had for all these years busied himself with hard work. Even though he was not Megatron's lover, he was the thriving best Decepticon, and that was something Starscream could never do better.

'_Such circumstances: unwanted,'_ he summarized.

"No…" Megatron agreed, "I can understand why you would be adverse to such affairs. You would no doubt suffer more than enjoy yourself, what with Starscream's conniptions and shrieking." His Lord knew him very well.

"All or nothing," Megatron's sharp denta flashed for him as he rested two digit-tips under Soundwave's chin, staring into his own reflection and making Soundwave shiver, "Is that what you are after? You had to wait for Starscream to desert so you could have me all to yourself?" His EM field was effectively smothering Soundwave, making the drone's vents gasp, "Is that what you want, dear Soundwave?"

Soundwave paused to catch his bearing, then slowly raised his hand to cover Megatron's giant wrist at the side of his face. His vents cycled in a deep, slow huff. _'Wanted: whatever Megatron is willing to give: Whatever you think I deserve.'_

The cycling of his vents quickened briefly then steadied to a controlled pace. Soundwave couldn't meet his master's optics, not with them burning into him like that, Megatron's EM field practically suffocating him with a feeling of anticipation. A second hand lifted to cup the opposite side of his face, digits tickling the back of his neck, brushing against delicate wiring and making Soundwave jolt slightly.

In a whisper Megatron bent his helm and asked, "Do you think you might enjoy…a bit of intimacy?"

Soundwave could feel heat and promises radiating from his master's frame. Goodness knows the heat was subtle, but Soundwave specialized in discovering small or overlooked details. As it was, details in temperature, electricity and magnetism were being heightened by own frame's sudden receptiveness, having been made sensitive by a titillating heat.

In response Soundwave rested his other claws on Megatron's second arm—his appendages were too long for Soundwave's hands to encompass Megatron's, but pressing his hands against Megatron's forearms had much of the same effect, he thought. Trailing his arms down the length of Megatron's own until his spindly digits caressed a gleaming bicep, Soundwave nodded once, almost twice before he caught himself and terminated the overzealous gesture.

'_Affirmative,'_ he sent, just in case his actions were misread_. 'If permissible, intimacy: ideal.'_

Nudging his helm forward closely and at a suggestive angle, Megatron's razor-like denta flashed. "Go on then," he dared, giving Soundwave's helm a challenging tug.

Accepting his Lord's challenge, Soundwave began by trailing his claws across the length of Megatron's gigantic arms, digit-tips nipping at his ribs and skittering down his thighs. Megatron's intakes sucked in a gulp of air and released it slowly, his own hands sliding from Soundwave's speakers to pet the drone's neck fins, then curling around Soundwave's pointed chin. He bent over his officer, lifting Soundwave's face up until their forehelms joined in a kiss. He could make out his reflection in Soundwave's visor behind the oscillating green waves and pale flashes of multicolored lights. Soundwave's digits clenched Megatron's thigh plating in reaction to the immediate closeness, and Megatron heard his officer's cooling vents let out a short hum. His speakers were making unusual blips.

Shutting off his optics and whispering against that gleaming mask, Megatron said, "Show me what you have been wanting to do to me."

Soundwave shivered at the low rumbling frequency of his master's voice, at the momentary condensation that misted across his visor when Megatron had spoken. Reflexively he pulled Megatron's legs harshly enough that his Lord lost his balance and took a steadying step closer. As Megatron chuckled and nuzzled against his forehelm, Soundwave's hand abandoned one leg to creep up between their frames and trace the Decepticon insignia framed by his master's chest plating. As pleasant as the weight against his helm felt, Soundwave ducked underneath it to press his screen into the symbol and hum with his engines reverently. He selected an audio clip from his archives that held a special place in his spark.

"_You are the first opponent I have ever met that actually stood a chance at beating me."_

Megatron again chuckled fondly, "From when we first met? How nostalgic," he jeered. "Very sentimental, Soundwave."

Soundwave's engines hummed again that same adoring note as he commed, _'Amidst the dust: the senseless fighting: Gladiator Megatronus: a piercing ray of sunlight. I fought: because I had to: no choice. Megatronus: fought for yourself, your own will. Wanted: to share your purpose, your freedom. I fight for you because: I want to. Orders: irrelevant. Loyalty: given freely. Myself: my gift to you. My services: yours always. Decepticon: always. Operating silently and efficiently by your side: forever.'_

His fidgeting hands stilled against the warm metal of Megatron's sides. Megatron cracked a grin.

"In all the time I have known you, that is the most I have ever heard you say."

Soundwave feigned to dip his head obsequiously, _'Permission: was explicitly granted.' _

Megatron let out a bark of laughter, "You were waiting for 4 million years for me to allow you to speak? What a perfect servant you are! Shall I allow you to break your vow of silence next?"

Although Megatron was joking, Soundwave wanted to transition back into speaking seriously, for Megatron to him was never a laughing matter. _'Audible speech and general conversation: unnecessary for function, not required. I will fight for you. I will watch you win this war, just as you won every battle in Kaon. Leader Megatron: unmatched, glorious. Soundwave: want to be a part of that, part of you.'_

"I can allow that," Megatron purred into Soundwave's audio receptors. "Follow me," he whispered, loosely curling his digits around Soundwave's thin arm and guiding the intelligence officer to his sizable berth. He turned to entreat Soundwave with a side-glance that was all too alluring and gestured invitingly, "Sit."

Naturally Soundwave did as he was told, sinking onto the mattress and staring up even higher at his formidable giant of a leader. Colored waves and whistles pulsed on and from his screen as he took in the tantalizing sight in front of him.

"You know," Megatron stated with a tilt of his helm and thoughtful gleam in his optics, "You look quite lovely at this angle." So Megatron frequently seemed to be voicing his thoughts.

Soundwave reached out a hand to longingly beckon him closer, at the same time playing Megatron's last sentence back to him, but slowed it down slightly, added a light buzzing croon. Soundwave parted his legs as Megatron crept forward to him, and Soundwave could not resist replaying Megatron's previous command, _"Sit"_ only with a filter that made it sound breathy like a whisper.

Megatron growled hungrily through smiling denta as he kneeled on the berth, straddling one of Soundwave's legs. He made a similar sound as his officer began trailing fingers deep into the seams on his back struts. Those slender digits could reach farther than anyone else he had ever been with. Encouraged by his master's pleased vocalizations, Soundwave brought his other hand up to do the same, moving symmetrically down and up Megatron's back. In this new position, Soundwave began to sway off balance, having sacrificed the stability of his arm. He had to lean back, holding himself up with his core muscles and clinging to his Lord's back. Megatron took the opportunity to lean in, grab Soundwave's neck fin, and lean back, pulling him into a kiss. Admittedly it was an unusual kiss, hard lip plates mashing against a screen that frantically displayed colorful meters of something or other. Soundwave's mask flared so brightly Megatron could feel a faint warmth against his mouth. He groaned in satisfaction as Soundwave's vents again hummed to life for a few cycles before regulating themselves into their familiar silence. Megatron kissed again, travelling to the EL wires on the border of Soundwave's mask, his pointy chin, his glowing purple speakers—top, center, outer casing—back to the EL wiring. Faintly, shyly, Soundwave's vents cooed and remained on at low power, his digits tickling and massaging the grooves of Megatron's lower back and hips.

With a gust from his vents, Megatron dropped his hold on Soundwave and rammed his wide chassis forward. Instinctively Soundwave resisted, fighting to stay upright by leaning on his elbows and tensing his core muscles, but Megatron clanged against him a second time, more demanding than before, and crawled forward until Soundwave was forced onto his back.

Soundwave's derma crawled. Everything was hot. Warning signals flashed through his systems like fireworks at this vulnerable position. The messages grew more adamant when Megatron crushed their frames together to nuzzle then _lick_ his purple ribbed speakers.

"I'll tell you a secret," he whispered in a husky tone, "Because I know you will keep it,"

Soundwave nodded even as a shiver coursed down his back.

"I too have wanted your company…I have wanted you in my berth, on your back like this…"

Soundwave ex-vented hard, cooling fans singing for a few seconds before he regained control. He could feel a smile pressed into the side of his face, just beyond the visor.

"I have wanted to have you all to myself, touch you until your derma is burning hot." Another shudder from Soundwave accompanied by a few terse nods and whirring fans, "Want to see how much I can wind you up before you snap. Just how long will it be I wonder before you lose control?"

Lips continued kissing the side of his face, glossa lapping at his EL until his fans whined, faded, whined again and stayed on.

A rumble of satisfaction and then, "Were you jealous? Of Starscream? Have you been watching us all this time?"

A sharp nip and Soundwave collected himself to reply, _'Negative….only…Audio only.'_

"Ah," Megatron switched to the other side of his officer's face, a cruel smile flitting along his dermal plates, "So you had to use your imagination. And I'm sure you have a very vivid imagination. Did you imagine yourself in his place? Pretend that I was holding you down and fragging you till you screamed in ecstasy?" Soundwave's engine practically squealed. "Pretend that I was stroking your wet valve, stretching you out to get you loose enough to hold my spike?" another sharp whine, "That I would flip you over to let you ride my spike, my claws raking against your sides until sparks flew?" his vents roared than sighed, "Did you climax along with me?"

Soundwave couldn't take any more. He wrapped his legs around Megatron's waist, digging his pedes into the back of Megatron's legs, squeezing him with his thighs, vents panting hard and servos scrambling to touch as much of Megatron's frame that he could reach. His engine whined and Soundwave held to his leader tightly as he willed his central processor to stop spinning madly.

His vents moaned as they leveled off to a quiet hum, coolant trickling through his systems and clearing his head. He let go his rough grip on Megatron with a sigh.

Megatron shuffled, leaving an open-mouthed kiss on Soundwave's neck as he gathered his knees under him to lean back on his pedes, straddling Soundwave's midsection. The intelligence officer reached up to Megatron's face, tracing the curve of his helmet before clenching his leader's helm with both hands as if afraid that Megatron might get up all the way and leave him. _Stay,_ his EM field throbbed, tugging and embracing and wishing. Megaton pressed a hand next to Soundwave's side, angling his opposite arm back to tickle at Soundwave's inner thigh. The drone tensed up and jerked nervously. That curious digit on his thigh sidled up to the underside of his codpiece, tracing a flirtatious circle over his interface housing where his port lay covered. Again Soundwave jolted defensively, wriggling his legs to try to dislodge the trespassing digit, yanking his helm to the side in frustration and mounting panic. He shut off his optics and listened to his vents roar to life before drifting back to a steady hum.

"I wonder…" Megatron rumbled soft and slow, "Is your seal still intact?" He tapped between Soundwave's legs.

Soundwave's optics flashed open. He whipped his helm around to stare up at his leader. He had wanted this, wanted this so badly he ached. Now that it was happening, he only felt panicked. Here he was on display, laying on his back and completely at another's mercy. It was not that he didn't trust his Lord; it was a matter of ingrained fear of attack, of programmed opposition to submission. His processor was rending him two different ways and his engine whined again resentfully. A second tap brought him to his senses.

With some hesitation and a shy tilt of his head, _'…Affirmative,'_ he replied.

Megatron's engines _purred_ at that news, eyes glowing rich and dark. He crawled up to Soundwave's helm, laying their frames flush together and leaning on his elbows. The air was buzzing as he lowered his helm to Soundwave's cheek and whispered, "Show me…" He felt Soundwave's frame go completely rigid, heard little clicks from his armor and chirps from his speakers as various systems were reset. The clicks streamed into a low frequency hum—his engines maybe, Megatron couldn't tell—and the warlord patiently kissed at Soundwave's cheek plates and sunk his claws into the gaps around his neck armor.

Soundwave still didn't move. His Lord pulled back to look at him, his visor was flashing tidbits of static accompanied by quiet fizzing sounds. His optics were measuring Soundwave's frame for any body language or energy readings that could tell him what the mech was feeling, what was going on in his processor. Soundwave was difficult to read but not impossible.

He tried again, "Open up," and stroked the edges of the grooves for Laserbeak. Soundwave didn't budge.

Sighing in frustration, Megatron shifted his weight to one arm so the other could pet Soundwave's abdomen and chassis. The shining black screen tilted to look at him, something that looked like the word, "apology" etched in the snippets of colored static. Startling Megatron and stilling his hand, Soundwave's chest compartment hissed open to release two tentacle-like cables. Because his arms were too long—he had been designed for battle, not intimacy—Soundwave wanted to use his cables as hands. They were actually more sensitive to touch than his hands. They had the same amount of tactile sensors located in his digits and abdomen, and had greater range and flexibility than his arms allowed his hands. Sending them to wrap loosely around Megatron's neck in a sort of embrace started to wash away the sullen expression from his master's face. The clawed hand on his sensitive stomach resumed its petting, scratching lightly at the woven lines of electroluminescence. One of Soundwave's cables caressed the warlord's cheek, offering warm electricity and making him smile. When Megatron's claws dug up under his chest plating, Soundwave's engine hitched in a gasp before rumbling back to life. His fans buzzed and speakers wailed.

Underneath the overlaying hum of synthesized notes and static came a metallic pop. Megatron noted the way Soundwave tensed and the sudden sound made sense. Understanding spread a dark smile over his faceplates as he slipped his hand between them to tentatively investigate Soundwave's codpiece. A clawed finger ventured to confirm Soundwave's previous statement, that his valve was still factory sealed. The digit tripped past bared wiring and traced _softly_ an open valve, sending Soundwave's vents into a violent whir. It tapped against the seal, pressed gingerly and traced the edges. Soundwave held his breath and locked all his joints and chords tight, but nothing more occurred. The digit retreated. He looked up at his Lord in surprise as Megatron's hand withdrew. Instead it rested against Soundwave's visor, palm pressed into the glass.

"Take this off."


	5. Chapter 5

A/N: warning for robot sex (fingering) and lots of making out.

**Chapter 5**

Terrified of exposure but eager for attention, locks hissed and snapped undone and Megatron tugged the screen away to reveal a shiny little mouth and bright red optics. Megatron sighed in satisfaction as he leaned in to claim the soft, unused lips. Soundwave's whimper created a tingling vibration against their mouths which only made him shudder further. He was completely exposed. Vulnerable. It was almost a violation, Megatron's glossa poking at his upper lip, bringing it between his own—but it made Soundwave's processor stall and reel. It was a violation that he shut down all reserves to, welcomed, embraced furtively. Megatron didn't want to rush him, didn't push the matter too hard, just pressed his glossa against Soundwave's bottom lip and moved his head left to right, left to right, sliding that firm appendage over Soundwave's lip until his TIC let out a whine.

"Mmm, yes," his Lord whispered, venting warm air against his virgin lips. Megatron moved to kiss his officer again, but Soundwave's processor was still swimming, databanks shutting down in a flurry. He squirmed and jerked his pristine face to the side, too overwhelmed by foreign contact. But then Megatron's huge paws were on either side of his helm, twisting it back into place. He captured Soundwave's mouth in another kiss, pulling and sucking on that bottom lip until Soundwave thrashed and his engines whined. Somewhere in that jumble of noise was the sound of Soundwave's interface panel snapping back into place defensively.

Soundwave ejected his cables to aid him in passive resistance. They scrabbled against Megatron's back, seeking the tiny cavities into which they fit perfectly, plucking at seems and jabbing low voltage bursts of electricity to communicate Soundwave's distress. However, Megatron either misinterpreted Soundwave's defensive touch or was aroused by it, because he didn't stop, only kissed harder. He supplied a pleased groan which further maddened the cables on his back, cables which were beginning to pierce then scrape then wither as Soundwave finally relaxed into the kiss. He thrashed. He still squirmed, was still emitting that medium frequency hum of a static whine, but the movements were becoming less frantic and more…inviting.

The smaller mech started kissing back. His unused lips pursed in response to Megatron's and began to shape themselves clumsily. Until this point his mouth had been private, his secret, but if Megatron was the one asking him for his secrets, Soundwave would bare them to his leader. The hands securing his head in place could now move to the glowing lines at Soundwave's shoulders; to the crown of his helm. One hand traced electroluminescence while the other pinched the sharp antenna-like structure on Soundwave's helm. Soundwave's own hands migrated to his master's thighs, gripping them with spidery fingers as his whine turned into a grating buzz of pleasure.

The warlord pulled back then momentarily to admire his loyal soldier, shivering in soft bursts and venting noisily in a low pitched drone. The closed ruby optics opened to him and he smiled. A warm aura of energy surrounded the pair; an interacting electromagnetic field that was filled with excitement and growing satisfaction. Then Megatron's chassis clanked roughly against his, sending soft sparks of electricity directly to his central processor. Pointed denta worried the empty seams on his shoulders vacated by Laserbeak. As soon as Soundwave was shutting off his optics and getting used to Megatron's manipulations, that stimulation disappeared. Soundwave had just enough time to register his leader sitting above him, feral grin cutting into his face, before he felt claws on the underside of his chassis plating. The jarring sensation made him buck, and his engine squealed before growling in a steady grind. Smirking, Megatron dug his claws in deeper, forcing the slates of metal to bend in ways it really oughtn't, but Soundwave wasn't complaining. Quite the opposite in fact. The dark mech was smiling. His vents whined and vocalizer emitted a rattled jumble if static on multiple frequencies.

Static electricity sucked his finger as Megatron circled the round glowing shape on his officer's chest. He scratched at it until it gave a defensive bite of electricity. The sting only broadened his smile and made Soundwave's engine sputter.

What Soundwave's body perceived as mixed messages clogged his processor. He struggled to close the bombardment of warnings popping up, assuring his systems that no, he was NOT under attack and DON'T REMIND ME AGAIN. But he left his defensive electricity system on since his leader seemed to be enjoying it. Soundwave was coming to understand why. Ignoring all the warning messages his servos supplied, shoving them all away and leaving his frame wide open to assault sent his spark spinning with excitement. It was the unknown. It was giving in and allowing the freefall. It was dangerous. He liked it.

The EL painting his abdomen pulsed against Megatron's wandering hand. Soundwave noted the deep red glow in his master's eyes and found himself recording it to his personal archives. Megatron's hand cupped the twin metal points on Soundwave's lower stomach, worming their way underneath and tugging. Again warnings flared hot in Soundwave's processor. _Access: granted. Access: granted._ He snapped his head back and rode the oncoming wave of heat that flooded his circuits, vaguely aware of Megatron's growl of approval. Megatron dug his claws then under Soundwave's back and raked all the way down harshly. The motion caused Soundwave to arch beautifully, mouth open in a silent scream well supplemented by his roaring vents and the happy whine from his engine. It was a full orchestra of encouraging notes, a song of unrealized sexual frustration and accumulating need.

Previously, seeing his cool, austere Third unravel before him was something Megatron had hardly dared to think about. Thinking it made him want it too badly, and needless to say, while restraint was not a habit he frequented, he did not dare disrupt the psyche of his intelligence officer. He had always assumed that once Soundwave came undone he wouldn't be able to put himself back together. Never in his fantasies did Soundwave willingly submit to his advances. It had always been through force—physically manipulating him or taking advantage of his unconditional loyalty and ordering Soundwave to endure his ministrations. To have the con beneath him—actually physically beneath his legs—and letting his armor fall was every bit as erotic as Megatron had envisioned. The brief movements of Soundwave and the static-whines that punctured his enjoyment sent an electric thrill through his circuits that made him want Soundwave even more. He wanted to see Soundwave break. Break and then slowly knit back together within the safety of his oversight. He would shatter the spy's control and then hold him until Soundwave could collect himself once more. Megatron would hand him the pieces, aid in the reconstruction. It would not be a rushed or forced affair; he would allow it to be sensual—gentle almost; as close to romantic as he could get before his actions threatened leniency.

At this point they were both fully charged, sensitive to each other's touch. Soundwave's cables continued to rake across Megatron's back, prodding his seams with jolts of warm, throbbing electricity that made his Lord groan and arch. The sight emboldened Soundwave and suggested he drive the talons of his cables farther in, splay the magnetic wires at their centers to cover as much expanse as they could, and pump a gradually increasing voltage of energy through. The cables formed a loose circuit, both releasing access energy and gaining some of it back from Megatron. A mild exchange of electricity was then flowing back and forth between the pair along the conduits of Soundwave's rapidly glowing cables.

Their movements against each other became rougher, could almost be considered violent, if either mech had been known to have a low threshold for pain and a tendency towards gentleness. Soundwave's cables jabbed, rubbed, jabbed harder, pulsed higher voltages of electricity that caused Megatron to cry out. Megatron tugged on all of the symmetrical points on Soundwave's form—by his chest, the ones that normally held Laserbeak; by his neck, the slanting edges that encased his glowing diamond; on his abdomen, the twin peaks that pointed suggestively to his interface housing. Leaning back and shoving his officer higher up on the berth, his hands then locked on the points on either side of Soundwave's hips, thumbs scraping messy circles and dipping into the opening on either side of the center codpiece.

There was a click like the changing of gears as Soundwave rose on his elbows and smoothly, slowly pressed his hips into his master's palms. His mouth was slack, optical sensors dark and riveted on Megatron's hands. Erratic ventilations working down to a confident rumble, he slid and neatly folded his codpiece to the side to reveal his full interface array. It was the first time he'd ever put himself of display like this, the first time he had offered intimacy to another. Megaton stared at the wet port and the glowing ribbed spike bared to him. With light intrigue he noted that his TIC's spike resembled his other cables, glowing squares and stripes, black and slick. The warlord spent some time analyzing both parts of the array and Soundwave patiently awaited his Lord's next move. And there it was. Megatron's eyes met his and sparks flew. Megatron latched on to Soundwave's neck fins and yanked him into a savage kiss. When he was sure the spy was thoroughly dazed he released his hold and let gravity take Soundwave back against the berth with a decisive flop. Focusing on the closed optics and smile gracing Soundwave's faceplates, Megatron reached a claw into his spy's valve and swiftly punctured Soundwave's seal. Immediately Soundwave's optics onlined. Honestly, it had only been a brief sting. The sudden invasion though was startling. Megatron regarded Soundwave's face curiously as he pressed further in. A smile curled his rusted lips at the way Soundwave blinked rapidly in attempts to conceal a flinch once, twice, then turned his face altogether and squirmed a little. Cute.

Now here Megatron's desires were torn. He wanted to lie next to his Third, kiss him, bite him. He wanted to stay towering over him to watch what faces Soundwave would make, witness Soundwave's body language as he drove the smaller mech to overload. Well, Megatron never was one for compromise. He would simply have to alternate between both options.

An inquisitive claw probed against Soundwave's calipers as Megatron bent forward to chew, then suck on Soundwave's lips. He let his glossa push forward into the mouth of the smaller mech, mirroring the series of movements of his finger. In, curve up, pull out in a light tug. Soundwave tensed and gripped Megatron's collar plating with his long fingers as his vents gulped in cool air. His EM field pinched against Megatron and Soundwave squirmed. Unsure whether or not Soundwave was in pain, but confident enough that his hardy TIC would adjust, Megatron continued his ministrations and pressed his servo deeper. When Soundwave's engine mimicked a grumble he knew something was wrong. Megatron had no intention of leaving a lover unimpressed, so he changed his tactic.

With a burst of vocal static Soundwave jerked his whole body and squeezed tight Megatron's chassis. The claw inside him had twisted, rubbing patches of tactile sensory nodes at an angle that made him croon and purr.

"That's better," Megatron rumbled, repeating the motion for a repeat of Soundwave's response.

Electricity pooled to the nodes being stimulated, enlivening the surrounding sensors and making them more receptive to positive feedback. Soundwave let himself fall back with his hands curled above his helm, something close to a laugh vacillating from his speakers. Megatron couldn't help but chuckle along. Many things he had envisioned of his stoic intelligence officer, but laughter was decidedly not one of them. He found it urging him on and lightening his spark. Unfamiliar, he mused, but enjoyable, relieving. It dissipated the tension in his upper back and dragged a genuine smile from his mouth. Soundwave brought something out in him. It couldn't be compassion—Megatron sneered at the though—but it was dangerously close. Regardless of what it was, Soundwave deserved it, and Megatron was not above giving rewards.

He tried using the flat of his claw to rub and press against the ceiling of his partner's valve, angling up slightly where he inferred would be a cluster of nodes near the rim. There. Soundwave's head whipped to the side with another exhalation of overlaying static. His optics were shut down in pleasure. He trusted Megatron. It was apparent. To expose himself so completely would have been unthinkable if it were for anyone else. In the heat of the moment, all Soundwave could think to do throughout his Lord's attentions was hook the claws of two cables onto Megatron's side and pump warm electric feedback in retaliation.

With the encouragement of Soundwave's body language Megatron set a series of quick rough strokes angled to that same spot, reveling in the way Soundwave arched and sputtered static. His vocalizer made a high frequency trill like purring, the whining of a modem and other strange overlapping digital sounds. Megatron couldn't stop himself from moaning along. It was time to vary his manipulations with twists and slow thrusts, tugging at Soundwave's ceiling nodes until his servo was wet with lubricant. The sound of Soundwave's cooling fans echoed in the room, playing in harmony to Megatron's own. He continued his current of energy to Megatron's sides via cables. Megatron was being so good to him. He wasn't hurting him, shouting at him, pushing him to a breaking point like he did with his other lovers. This was different. This was something more. This felt more like…

Soundwave's optics flew open to confirm the thought. Megatron's face: Absolutely attentive to his reactions: Smiling. Megatron's EM field reading: Fluttering. Fluctuating between excitement, lust, happiness, satisfaction, eagerness…hope….unidentified.

The claw inside him continued to shut down programs and drink up more of his CPU, but not before Soundwave reached his hypothesis. He tossed his head to the other side and ex-vented.

Assumed emotion: Love.

He didn't expect it to last. Soundwave didn't—could not—dare hope it would. The feeling would likely subside once their moment of intimacy came to an end and he had to be prepared to accept that. For now though, in this very moment, something spectacular was happening. Megatron loved him.

A/N:

EXTRA!

Someone made a comment expecting to see lots of detail about what Soundwave's face looks like, and I ... I totally didn't do that xD I guess I really like you to use your imagination, in case you already have an image of what you think he looks like, and don't want me messing with it.

So, yeah, while I wholeheartedly encourage imagination, if anyone is interested, I do have a drawing of what I picture him looking like u3u ~ it's on my tumblr (same username, "strawberrieninja" ) post/52043510048/scheduled-1-am-transformers-drawi ng-i-think


	6. Chapter 6

A/N: warnings for robot sexy time.

**Chapter 6**

Soundwave sent a second pair of cables out from his chassis to tangle around Megatron's helm, dragging him in with some effort until the warlord got the hint and met him half way for a kiss. He tasted wildfire. Soundwave wanted this, he wanted all of it. His cables slowly coursed down Megatron's sides, ran back up, scurried down again. The mouths of the cables sucked energy from Megatron's surface, swallowing up his electricity and replacing it with Soundwave's own. They both moaned into their long-lasting kiss.

Holding on to Soundwave's chest plate, stalling his movements to the spy's valve, Megatron didn't even wait to catch Soundwave's optics. "You're holding back," he accused with a fanged smirk. "You are not timid, Soundwave. Stop acting."

It wasn't an order. It was a challenge.

Soundwave had limited experience using them as such, but his cables could also serve as unintentional capacitors. All the energy sparking between the two Decepticons was clogging their EM fields and locking into place along the glowing ridges of Soundwave's cables. A heavy thrum surged along the sleek black conduits, purple glow pulsing with every flicker of electricity.

Clandestinely a cable slinked across Megatron's cheek, grazing his helmet and prodding his mouth. Soundwave was smirking. He wanted to experiment. Megatron hummed into the appendage, pursing his lips as if to bestow a kiss, only to have the cable sway out of reach. Curiously he quirked an eyebrow at his deviously grinning officer. Again the cable tempted, brushing against the warlord's slightly parted mouth plates like a caress from the back of a finger. This time it stayed and allowed Megatron to rub his denta along its ridges, sliding across them tauntingly. Soon the warlord's glossa was tracing long strokes along those purple glowing squares. He made optic-contact and licked again. At that moment the capacitors flared a sharp burst of energy, the moisture of Megatron's glossa igniting his whole mouth and face with electric current. In shock his Lord jerked back with a pained expression on his sparking facial plates. Soundwave stilled the offending cable. He was starting to think that maybe that had been a bad idea after all, but Megatron's look of anger subtly morphed into one of awe.

"Do that again," he commanded, reaching for an elusive cable.

Soundwave's optics glittered.

Swimming through the magnetic currents between them, the haughty capacitor resumed its teasing. It prompted Megatron to bite, and then suck until Soundwave shuddered in bliss. Furtively a second cable, bristling with energy, wrung itself around Megatron's broad upper back, finding purchase in between the gaps in his armor. The black length of it nestled comfortably into these loose spaces, covering as much ground as it could while the mouth of the cable clenched its jaws in harmony with Megatron's denta. Before his master grew too rough, Soundwave sent out a double wave of electricity: one from the capacitor in Megatron's mouth, a second from the one draped over his shoulders. The simultaneous charge crashed into Megatron's frame from the front and behind, locking him in a tumult of electricity. He groaned throatily into Soundwave's cable, denta closing firmly around the appendage and sucking the last trickles of energy from it.

In a daze Megatron gathered the cable in his paw. His glossa ran over its tubing—licking, sucking, kissing the purple squares and testing the depth of those uniform grooves. All the attention heated Soundwave's already burning frame. The officer shuddered and tried to wrap his legs around his leader's back. Their size difference made it awkward, but he managed to get somewhat closer.

Yet it wasn't close enough. There was barely any friction from his current position. Meanwhile, Megatron continued to lavish attention on that one cable, licking against the grooves then with them, his glossa filling in one of the shallow depressions and pressing until Soundwave grabbed at him and ex-vented hard. The coolant flowing through him was doing nothing for Soundwave's heated frame. Megatron moved his glossa up and down inside a single ridge, half-dimmed optics glued to Soundwave's face. The spy let out a high trill of static and fought to hold his Lord's gaze when all he wanted to do was toss his head back, close his optics and just _feel. _Just feel all of this. There was so much going on. He was in his _Lord's berth_ being serviced rather nicely and rather unexpectedly. The notion alone was enough to make him burn. His constant surveillance and cataloguing had slowed to a crawl and focused only on Megatron and himself. He couldn't even keep track of all the energy buzzing around their EM fields, just knew that it felt good and he liked it and wanted to keep it going, keep it feeling like this. Feeling was not something he normally indulged in. At the moment he could hardly think of why. There was just too much happening right now.

There was not nearly enough happening right now.

In Soundwave's moment of abandon, Megatron growled impatiently and sunk his pointed denta into the conduit which was no longer biting back. It was obviously much harder than Soundwave expected, because the sudden pain caused his systems to switch into a protocol defensive mode, sending a tremendous rush of electricity to the aid of the assaulted sensory nodes in his cable. The intense charge ripped through Megatron's sensors, yielding a gruff shout, a few metallic pops as fuses blew, and a flailing, injured cable.

Megatron's field flared something wild and dangerous and promising as he swiped the agitated cable away. He slammed his hands down on either side of Soundwave's head. Whereas this may normally have gotten the spy's attention, Soundwave's central processor had shut down and he was still functioning in defense mode. At the sudden movements all four cables sprung to Megatron's heavily armored frame, tying around him tightly in retaliating aggression. The heat searing his processor wasn't letting Soundwave think straight. He was all action. All base protocol. This unconscious ability had saved him multiple times in the gladiator ring, and indeed the only time he had ever been laid out and vulnerable in front of someone was when he was suffering in battle. Now, since he was for the first time in years completely at the mercy of another, his sensors convinced him he was under attack and had better defend himself. Megatron acted and he had reacted.

Even so, his yearning for continued affection was beginning to override his system's demands for violence. He slowly regained control of himself, realizing where he was and who he was with. The cables were restricting his fellow ex-gladiator from anything he might have done, but they also drew him in. The constriction was unexpectedly tight, accompanied by a thrum of warning electricity that was borderline aggressive. As much as he wanted Megatron's attention on him, Soundwave never had been keen on exposing himself to danger. Ripples of mixed messages—want versus repulsion—flowed through the officer's magnetic field like memories, prickling Megatron's own field. With a final moment of hesitation, desire for contact won out and Soundwave brought their frames crashing together. His Lord grunted and the giant servos sought out Soundwave's helm, the pointed strips of metal there slipping comfortably between Megatron's claws. That clawed hand shoved Soundwave's head to the side so Megatron's denta could search for some inner wires to chew. Megatron had base programs of his own, mainly that whenever he was pushed, he would push back harder. So he sought to test Soundwave, dare him to attack again; to threaten him, show him that just because he was treating him gently didn't mean he couldn't at any moment extinguish the other's spark in an instant.

He wouldn't, but he _could_.

It took some delving and a certain degree of resistance on Soundwave's part, but Megatron finally wormed his way into the spy's fragile conduits.

In a flash of fear Soundwave froze. There were denta…denta plucking his circuitry. Denta that were sharp enough to draw energon with a simple bite. Denta that could very well and very easily offline him on the spot. With a trembling ex-ventilation he made himself go limp in defeat. Likely Megatron would not attack if he did not feel threatened. The battling cables went slack and tentatively began petting as if in apology. A low resigned groan from his master vibrated against his sensitive inner wiring.

"That's better."

And there was that rush again that made Soundwave shut down his optics. That feeling of baring himself to a destructive force and coming out unscathed. Warning messages were still clogging his central processor, but he was able now to respond to them manually, consciously. The rough drag of a glossa over his neck circuits also did something to staunch the flow of messages. The threat was over. He sighed in a trembling string of notes overlaid with low frequency static. That burning want was back stronger than ever. In fact, Soundwave deduced that the brief moment of danger had only titillated his systems more. It was redirected energy. Explicitly aware of their frames squished together, Soundwave crooned something that was almost a word and _rubbed_ his frame up against his leader. He felt a familiar lust for friction buzzing in his circuits. In retaliation, the frame above him suggested a sloppy rhythm that Soundwave soon organized into a delicious grinding. Megatron moaned into his neck and Soundwave's cable sent kisses of electricity to the back of Megatron's neck and his sides. Kiss kiss kiss, the cables dabbed at him.

Megatron drew back and a tide of electric field rushed to fill the void and coaxed Soundwave's magnetic field into a thorough embrace. There was a weight, a gravity pulling at his field; drawing his attention to his Lord and making him shiver expectantly. His audio receptors registered a click and a soft hiss from Megatron's frame while the rim of his interface port received a sudden brief jolt. He dimmed his optics and redirected energy to his cables, pulling, _pulling_ his master closer; crushing them together. Soundwave could feel an opposite charge against his port and he wanted nothing more than to complete the circuitry between them. The charge from Megatron's spike was tugging at him, begging to connect to his port, begging to interface with his frame. His EM field pulled Megatron with force equal to that of his cables, filled with tones of _I need you,_ and Megatron groaned and rocked against him in response. Soundwave couldn't even think to search for soundclips to play back expressing his needs, just stared heatedly into his Lord's optics and thrust his pelvis up against Megatron's frame, trying to get that exposed spike inside him.

A throaty groan and then a surge of electromagnetism hurtling into him, through him, "I want to interface with you," the warlord rumbled, vocalizer full of uncontrolled static.

The claws at the ends of Soundwave's cables clenched tight onto Megatron's armor. He nodded _yes! yes!_ and was about to maybe say something but all that streamed from his speakers was a wail of static. So Soundwave wrapped his legs around his master's waist, clashing his hips against him, greedy for contact. His long fingers scraped all over Megatron's legs and aft, grabbing and pinching whatever came in reach. The feedback between them was like a building fire. Every movement added more and more kindling. Feeling the frustration in his TIC, Megatron held Soundwave's helm steady and waited for the roaming cables and hands to still. He waited for the focus in those ruby optics to return.

"Tell me, Soundwave," because he had to be sure, and he wanted to hear it, "What do you want?"

At first he could only manage a warble of oscillating static. He shook his helm and settled for recorded playback. Starscream's broken submissive voice wailed from his external speakers, _"I want you. I want your spike. Please, Master, I'm yours! I'm you—" _

The blow to his helm was too sudden and too unexpected to avoid. In terror Soundwave stared up at his leader as the warlord roared at him, "How dare you talk as Starscream!" His eyes were blazing red, furious. Soundwave couldn't help but cower, drawing his field in tight.

'_Angering: Unintention—' _

"You are nothing like him." Megatron cut him off again, "You are not replacing him tonight. Do not dare to compare yourself to that disgusting traitor!"

It wasn't like him to make excuses, but Soundwave found himself mumbling over the comm link, _'Observation: Begging, submission: elicits approval…Assumption: -' _

Soundwave found his helm locked in a vice-like grip. "From HIM. From Starscream, not from you!" he snarled, "Starscream is an insubordinate scrag that needs to be constantly reminded of his place.

"Soundwave," his voice took on a gentle, almost disbelieving tone, "You are my equal. You are not my pet, my toy to break and put back together as I please. You are worth more than that. I'm not going to use you as some sort of … substitution, just another body to pleasure myself with. That is not why you're here. You are here because I want you. I've wanted you all this time and now you've finally allowed me to have you."

Soundwave was trembling.

"Do you understand?"

With wide glowing optics he nodded- twice for emphasis. Then struggling, his voice box cleared itself of ancient static and choked out, "Affirmative."

Megatron exhaled, lost for a moment in the multi-tone audio of that forgotten voice. Soundwave had just spoken. With his own voice. Staring at the clean, expressive face before him, Megatron had no other response besides catching Soundwave's mouth in a fierce kiss.


	7. Chapter 7

A/N: warning for robot sex (sticky? I guess? It's more electrical than anything but it involves valves and spikes).

**Chapter 7**

The silvery mech pulled back from pursed, eager lips. Watching his spike travel into his TIC was not a sight he planned to miss. The appendage nudged past the mouth of Soundwave's valve, bearing against the inner calipers politely at first, then assertively when Soundwave failed to open them. Soundwave whined impatiently. As much as he wanted this, his operating system had never done this before, so he wasn't responding as quickly as he should have. Luckily, as the magnetic charge inside Soundwave was pulling at its complimentary charge in Megatron's cable, it was sending rapid notifications along Soundwave's sensors, telling his stubborn calipers to pull apart and let the circuit between he and Megatron complete. With a forceful shove and Soundwave's frenzied attempt to command his own system, the walls of his valve opened and Megatron's charged spike plugged in. The two cons shared a gasp as their connection was made, energy flowing through the newly formed circuit between them. Soundwave made a cooing sigh which was answered by a leonine purr from his Lord. When Megatron pulled halfway out, Soundwave keenly felt the desperate tug of magnetism inside him mourning the absence of that welcome cable.

Right away Megatron set up a controlled pumping of his spike in and out of that charged port, relishing the murmurs of his officer as much as the rhythmic bite of electricity every time he sheathed his spike. Each time their charges matched up a stab of ecstasy tore through Soundwave's system. His slack mouth actually began to make quiet vocalizations of his own. It was still covered in static, still sounding very digital and synthesized, but it was there, and it was him. Burying his face then his denta into Soundwave's shoulder, Megatron began pumping with gusto. That shy vocalizer was stirring from its endless slumber and Megatron wanted to be the one to wake it up.

"Let me hear you." he rasped.

The TIC pulled himself from his reverie and selected a voice clip from his leader, _"I've wanted you all this t-tIMe," _it wheezed through thick layers of feedback, _"and now you've finally allowed me T-to—" _The recording cut off suddenly and was replaced by a wail as Megatron slammed home and ignited even deeper sensors. When Soundwave released a trembling low moan, Megatron decided with a confident grin that he would settle on this pace instead. It would seem his TIC was all warmed up and ready for something more rigorous.

Rather wantonly Soundwave's hands sought purchase on some place—any place—on Megatron's frame. His abnormally long arms limited his range greatly, but within his reach was Megatron's aft. It seemed like a good place to start. Long spindly fingers crept between the gaps and pinched at the sheltered wires underneath. He could feel them tense and relax through each thrust of his leader's hips. Soundwave tossed his head and hung on tight.

The energy between them was building, building to a level that Soundwave's system warned him of it exceeding his frame's capacity. Thus Soundwave took up his cables to use as capacitors for the over-abundance of electricity. He dragged those claws over Megatron's oscillating back, dipping into the crevices of his gleaming armor and snatching up electricity to share. Although it was hard to focus through the bliss uploading to his server, Soundwave managed successfully to write up a brief string of code that would redirect any excess energy to his capacitor extremities. With that concern out of the way, he then wrapped those cables around his master's back in a tight embrace and let the electric currents pulse around them as if they were alive.

Megatron's ventilations were becoming ragged, his thrusts slower and deeper. Meanwhile, Soundwave was doing his best to move against his leader and spark as much friction between them as possible. The magnetic pull throbbed severely whenever Megatron drew his spike nearly all the way out of his valve. Soundwave grumbled something in static and kicked his cooling systems up a notch. They were on full blast. Each time Megatron's spike rushed back to his nodes it turned on all the right switches in his processor and left him dizzy. His master was moaning gruffly in harmony to the rock of his hips. Soundwave's legs scrambled against Megatron's lower back and legs, engine revving in frustration. Not enough friction. Not enough…Soundwave didn't know what. Not enough _something._ Seeing his officer's erratic movements, Megatron rasped, "Wrap your legs around me," and without question Soundwave did as he was commanded.

Megatron scooped up the smaller mech by the waist and pressed forward in a series of harsh thrusts. The angle was different. Different nodes were being stimulated. There was less movement of in-and-out and more of his leader just rocking into him, jostling him forward and back and forward. Instead of the teasing, delicious connect and disconnect of their shared circuit, it was a maddening constant flow of energy cycling into him. The claws of Soundwave's cables were biting and holding on to Megatron's shoulder spikes, but his arms lay on either side of him, half-heartedly propping himself up. It was done more out of courtesy than necessity. Megatron was perfectly capable of supporting his weight.

The warlord's moans were growing longer, more expressive. Soundwave watched and listened in rapt attention, venting heavily and clenching Megatron's shoulders hard. Megatron met his gaze and shoved into him harder, _harder_ until Soundwave had to look away and moan in his static laden voice.

"Come on!" his leader snarled, thrusting so hard the whole berth was clattering, to say nothing of the harsh metallic ring every time their frames collided. There was way too much energy now in his capacitors. Soundwave couldn't ventilate any harder, couldn't screw his optics shut any tighter.

'_Energy levels: Reaching critical.'_ He commed through a jumble of encrypted failed sentences. He was too far gone to even attempt speaking out loud.

"Yes…" his master sighed, pumping faster, pulling Soundwave's frame into each thrust and groaning impatiently. Soundwave's own voice stuttered a cry. "_Yes!"_ Megatron growled, fiercer, more passionate this time. "Come _on!"_ he urged.

Soundwave onlined his optics to find they weren't fully operational, but he could still read the mad look of expectation and abandoned control on his Lord's face. He chirped out a sudden static-ridden moan.

His master expected something of him apparently but he didn't know what. He could only guess. So he guessed, releasing the bite of his cable's teeth and instead coiling them around his Lord's chest and neck. He was not sure if that jerking movement was Megatron trying to shake the cables off. Either way, he loosened the hold he kept on his capacitors' energy containment, meaning to send a wave of hot electricity to Megatron as he knew his master enjoyed. That wasn't entirely what happened.

Unlike a battery, which stores energy and releases it slowly in an ebbing flow, capacitors are usually an all-or-nothing deal. So when Soundwave stopped holding in all that pent up energy and let it escape, it took off like a jet and he lost control of it. And this wasn't the kind of loss of control he had recently learned to enjoy. This was the type of helplessness that terrified him. His cables were like a defibrillator, electricity storming out and short-circuiting Megatron with a bellow. Before that gush of electricity could do severe damage, Soundwave had realized his error and tried to redirect the flow by flinging his cables away from his leader and out into the room.

Finally things stopped moving in slow-motion. Soundwave sagged in his master's hands as Megatron's overloaded system ventilated in overdrive. He registered the levels of certain chemicals which indicated the walls had been incinerated. He turned his helm to survey the damage. Floor too, he noted, acknowledging the black scores on its surface that smoked profusely.

Seeming to act on protocol and not conscious behavior, Megatron crawled alongside Soundwave on the berth with his optics turned off, ventilation systems still roaring. Soundwave himself was just starting to level off his system to something reasonable, although his processor was still spinning, still rebooting all the programs that had crashed during his interface. On top of that, he was still shaken up from his unintentional outburst. His carelessness could have had fatal consequences. He wondered if that amount of electricity would have permanently offlined Megatron and twitched in what was his version of a shudder. Turning on his side to watch his treasured leader, Soundwave caught himself wondering if it would be too tender, too sentimental to caress Megatron's face. Perhaps it was some residual effect of interfacing, but Soundwave wanted to keep Megatron close—to hold him, to press his helm against that broad shining chassis and feel connected.

Without waiting for Soundwave to reach a conclusion, Megatron's optics flickered back on and landed on Soundwave's own. Megatron's vents sighed and his heavy engine seemed to exhale along with it. His scarred lips practically quirked in a smile. "You're not tired after all that?" he asked in a vocalizer marred by some static. He reset it while awaiting an answer from his quiet partner, who was sitting up looking very alert.

Soundwave blinked and shook his head. His smile said something more, his optics glittering in the low light.

Megatron's sharp eyebrow lowered, "Maybe I'm getting old," he grumbled, only half joking.

Again, Soundwave shook his helm. _'Negative. Leader Megatron: Infallible, brutal, invincible.' _He tactfully avoided the subject of age.

Megatron smirked at his officer. It truly was amazing how expressive his face was without that visor. He wondered if Soundwave's eyes always twinkled playfully like that, if he smiled like he was now.

Soundwave was happily watching his leader's face (staring was a habit of his after all), not even thinking of what might happen next. He was too engrossed in the moment, still feeling that strange warmth of affection in his spark that he was convinced must be some side effect of interfacing. Thus he noticed immediately when Megatron's pupils shrunk in surprise and his eyebrows swiftly collided in a frown. He sat up and Soundwave shifted to accommodate him. Soundwave followed his master's line of sight to the scorch marks on the wall. And the floor. It looked worse than Soundwave remembered. At least it had stopped smoking.

"What in the pits happened? Is that…" he squinted at the black lines and then turned his scrutiny on Soundwave. "Are those burn marks?"

Soundwave nodded, looking a little guilty but maintaining eye contact and appearing otherwise as his normal taciturn self. He probably would have shrugged if his shoulders were built to accommodate more rotation.

Megatron waited for embellishment that never came. "Well?" he prompted, growing cross, "How did it happen?"

Soundwave didn't really want to admit he had completely miscalculated the amount of control he had over his own systems, so he opted for a less humiliating route. _'Cables,'_ he held them up, _'Function as capacitors. Outlet for excess energy. Energy: reaching critical levels. Released.'_ He took the time then to look slightly apologetic, _'Interior damage: unintentional.'_

Megatron's optics were squinted in confusion. "You released the energy buildup?"

Nod.

"All of it?"

'_Enough to avoid damage.'_

Megatron was obviously still lost. "I was hurting you?" Maybe Soundwave was more masochistic that he thought—the mech had certainly seemed to be enjoying himself.

'_Negative.'_ He didn't understand why Megatron was quizzing him like this and with that much concern on his face and body language.

"Then what damage are you talking about?"

They were both becoming impatient with each other.

'_Previous statement,'_ (he was getting cheeky) _'Energy: Reaching critical levels. Release of energy vital to avoid system overload.'_ It should have been obvious. Why was Megatron gaping at him like that?

"You…" he was flabbergasted, "You_ denied_ yourself overload?"

Soundwave was at a loss and the expression showed clearly on his face. _'Question: Not understood. Query: Action taken: Abnormal?'_

"_Yes!"_ Megatron bellowed at him like he should know that. "Soundwave, have you never overloaded?"

Soundwave set his lips straight and seemed offended. _'Theory: Correct. Soundwave: Operates efficiently. Query: Why is overload desirable?' _

The warlord deflated with a sigh. He couldn't believe he was in a position where he had to teach one of his officers the mechanics of sex. "Soundwave…." he tried, "Overloading is the climax of interfacing. It is…enjoyable to say the least. It is the highest state of passion shared between two mechs when they 'face. Surely, you know this already?" His expression was nearly pleading. His intelligence officer couldn't be this uninformed. Soundwave knew everything.

Soundwave sat silently, the lack of response increasing the level of tension in the air. His field was drawn so tightly against him by now that Megatron almost couldn't tell there was another being in the room with him. Eventually Soundwave replied, _'Noted,'_ and dipped his helm as if looking for something to distract his attention. Apparently Soundwave didn't know everything.

He felt naked without his mask. It had been off long enough and he was aching now to have it back to keep his emotions and thoughts secret again. He glanced around for it. After a brief scan of the room he located it on the floor alongside the berth. Somewhat stiffly he moved to retrieve it, and pressed it over his grey face. He held it in place until the magnets caught. It was a small bit of comfort, only a partial cover to stand behind.

Megatron didn't seem…cross with him. It was the first time that he had performed anything less than flawlessly since he couldn't even remember when. The feeling he registered scuttling about his circuits he decided was probably embarrassment, maybe shame, mixed with some amount of disbelief. Even though Megatron was decidedly not angry, his energy fields made it clear to Soundwave that his leader was left disappointed; and Soundwave lacked any sort of reference to go by in such a situation that could help him mollify this mishap.

'_Permission to be dismissed,'_ he commed. He was unwilling to be seen at a loss.

Megatron was staring at him with those scrutinizing red orbs. With a frustrated sigh he waved Soundwave off, "Granted."

Soundwave rose with as much dignity as he could muster, smoothing down his ruffled plating and sucking it tightly back into place. His energy fields he kept equally snug around him as he nodded slowly goodnight to his leader and wirelessly signaled the door to open. In his typical slow, collected pace, he padded down the empty corridors to his own berth chamber.

Once inside, his nosey symbiotes wanted in on all the gossip. They huddled around his feet and on his shoulders, prying for information.

_Was Megatron gentle? _Laserbeak trilled, _Did he accept Soundwave's affection? _She was nuzzling his speakers and pecking affectionately at his fins.

Ravage tangled himself in Soundwave's pedes as the officer tried to cross the room, effectively tripping him every time Soundwave took a step. _**Something**_ _must have happened for Soundwave to be gone so long_, Ravage purred through sneering fangs.

Soundwave shooed them away. It was Lord Megatron's business and thus required a degree of confidentiality. He couldn't hide the fact that something had obviously happened, but he could at least withhold details.

'_Time to recharge,'_ he reprimanded the boisterous little ones.

Laserbeak deflated. Ravage snickered and flared his EM field in a prickling sensation, understanding the implications of not saying anything. If nothing interesting had happened, Soundwave would have said so from the get go. Avoiding the topic clearly meant something very interesting had happened behind closed doors.

"Come," he persisted, climbing onto his berth and expecting the others to follow suit. Laserbeak hopped up to rest on his chassis while Ravage stretched out against the length of his side, pressing himself tight into Soundwave's body. Soon there was a comforting warmth radiating between them all. Ravage's engine started to purr. Laserbeak made soft cooing noises as she methodically shut down her systems to recharge. The weak vibrations of sound pulsing against him like that were soothing. It erased the worry of disappointing Megatron, cancelled out any further responsibilities other than the one he had of taking care of his symbiotes, his adopted children. Like a lullaby, Soundwave let the sound vibrations draw him gently to sleep.


	8. Chapter 8

A/N: warning for more sticky (?) robot sex and uh…."tentacles."

**Chapter 8**

With the graduation of night into morning, Soundwave stirred and was ready to start the day. He expected no changes after what had transpired last night. There was a possibility Megatron had been so unsatisfied with the outcome that he would pretend it hadn't happened and never speak of it again.

Ravage and Laserbeak bonded to his protoform and he stepped out into the hall.

As predicted, the day progressed normally. Eradicons conversed in low voices while supposedly monitoring their stations together, sharing stories and gossip they thought Soundwave didn't hear. Megatron stopped by to ask Soundwave for a report on the status of the mining commencing in sector F-13 (which was continuing so far without any Autobot interference). The flashy doctor preened in front of Megatron, asking if there was any way he could assist his Lord, and when the answer came back negative, strode back to his experimentation lab to dabble in earth-vehicle cosmetic products. It was extraordinarily uneventful. That is, uneventful up to the point where Lord Megatron hesitated by his station after Soundwave gave a report on the efficiency of the ship's energy intake.

Soundwave's visor blipped in curiosity, prompting further commands, but without words Megatron turned away. His exiting footfalls echoed in the room.

As the day was nearing its end, Soundwave was alerted by his internal communications center that Megatron was hailing him on a private com link. He quickly accepted the call and dutifully awaited orders.

"_Soundwave…"_ the signal was uncharacteristically weak. Soundwave narrowed in on its frequency to boost the reception. _"Stop by my chambers tonight before you retire."_ And the link dropped. Naturally, when it came to Soundwave, waiting for acknowledgement was redundant. If an order was given, it would be followed, simple as that. This sort of abruptness was typical, given to who Soundwave was, but this particular order he felt needed a bit more elaboration.

The rest of the day was spent scanning idly for any Autobot activity, as well as any sign of Starscream, Airachnid, and anything else that might pose a threat or an annoyance. He also may have gone over last night's events, separating positive and negative procedures for future reference. His symbiotes chided him through their private link until he signed out and went to his room to drop them off.

Megatron was waiting with his back to Soundwave, standing in front of his berthroom window looking out. His hands were clenched behind his back in that professional manner that Soundwave so loved. The drone strode forward till he was resting at his Lord's side.

Megatron did not need to acknowledge his intelligence officer's presence; he merely started speaking to the window. "Starscream contacted me this afternoon," he stated flatly.

Immediately Soundwave wanted to know how such a call had gone unnoticed by him, especially since he was always listening for word of the renegade SIC, circling all communication frequencies like a shark. It goes without saying that none of his surprise showed in his body language and hardly reached his EM field.

"He did not say where he was," Soundwave would have been able to pinpoint the exact location in the blink of an optic if only he had been alerted to this call, "But he seems to be living in poor conditions…"

Good, Soundwave thought.

He knew that tone of voice and what to expect from it. He waited for Megatron to turn his head oh so slightly and smirk at him out of the corner of his optic. The gesture came as predicted. Soundwave tilted his helm a negligible fraction, meaning to say that he shared his Lord's wicked satisfaction at Starscream's misfortune. It seemed to work.

Megatron turned then to face him half way. "I did not invite you to this call because frankly, I do not care where Starscream is. If he cannot fend for himself, let him perish out there in the filthy wilderness." Soundwave wholeheartedly agreed.

"He asked me if I would ever allow him to return…" And here Soundwave felt anxiety building because it sounded like Megatron would actually allow it. He knew that expression of his frame and the turbulent energy fields that said Megatron was pining for his Seeker.

"I threatened him of course," Of course, "His desertion, and on top of that his allowing the Autobots to capture him? Pathetic." But…? "But despite all of this," No, "He is still of use to me, to the Decepticons." Hardly!

"I refused him," Thank Primus, "But he will come crawling back eventually because he has nowhere else to go. I do not mean to accept him any time soon. No, I want him out there alone, helpless. Let him realize how stupid he was for ever leaving, and let him suffer the consequences. He will learn just how much he needs me, and how little he can do by himself." Megatron's field was dominant, brash. Soundwave loved it. He let it engulf him.

"I want to see him return broken on hands and knees. I want to hear how prettily he will beg at my feet. I want to hear his panicked remorseful cries as I beat the last of his disobedience out of him, and hear him admit that he deserves every blow. He will be punished, humiliated, restrained, and when he finally swears himself over to me, then finally I will be able to give him a longer leash." Megatron's massive paws were fists that he used to thrash and claw the air, his plating flared out passionately. Soundwave nearly swooned.

"Maybe this forthcoming will finally break him." Megatron's face remained hard and relentless, but he couldn't hide from Soundwave the way his optics softened. The TIC could feel the almost unnoticeable rivulets of compassionate hope streaming through his master's field.

He saw that and he hated it. He hated how Megatron forgave Starscream time and time again. There had to be a limit eventually. Surely Starscream could only do so many wrongs before he faced elimination. Starscream was a wildcard. He would never break, never yield—not completely. The Seeker was crafty. Every time Megatron was about to terminate him, the slender jet found some conniving way to wheedle himself back into Megatron's favor. How he managed this was beyond Soundwave. It disgusted him. Not only did he despise Starscream's unsavory behavior—the sniveling, begging, and seduction making up for actual capability and prowess—but he hated the way it made him feel about Megatron.

It made him waver to see Megatron show such forgiveness. Megatron was his world, his infallible beacon of light. To see his leader show compassion to the treacherous Starscream again and again was a weakness. It made him doubt Megatron, question his leadership, and this was something he could not afford. Soundwave needed Megatron to be in control. He needed Megatron's perfection. Without that sanctuary of order he could not function. If he started to question Megatron in one area he would question other areas too, and what would happen if he wound up realizing he was fighting a war for someone mad and unworthy? What if his years of loyalty and dedication had been for the wrong cause? No, hesitation was something he could not afford. So he hated it. He hated that anything or anyone would be able to alter something so incorruptible as his unyielding loyalty towards Megatron.

"Speaking" out of turn, Soundwave slowly shook his head and raised a servo to hover at Megatron's arm, not quite touching.

His leader regarded the gesture almost wearily, as if he too could not fathom the power Starscream had over him, as if he wished he could simply tell Starscream "no" and mean it. Soundwave spread his claws to match the curves on Megatron's massive arm in a minute offer of support.

"Soundwave," His Lord's eyes darkened to half mast and suddenly this was a very different conversation. The huge warlord moved to encompass Soundwave's slight waist with his giant servos. The gentle pull of his hands suggested Soundwave step in closer, and then Megatron was bending towards Soundwave's audio receptors to whisper, "Think no more of Starscream tonight." Teeth brushed against him. "Lie with me." And all other thoughts were promptly shelved as Soundwave's spark skipped a beat at the forward invitation.

Megatron led his officer across the room to his berth, where he motioned Soundwave to lie down so he could crawl on top of him.

"This time I will make sure you overload," he rumbled directly into Soundwave's receptor.

Before Soundwave even had time to shiver at such a promise Megatron's hand was on his codpiece, first scraping up and down the edges of the center piece and then yanking it upwards to expose the softer metal underneath. Soundwave's visor flashed green waves and started to churn out a low buzz. Megatron's wide palm was rubbing all over between his legs with firm pressure and spontaneous movement. Soundwave let out a mechanical whine at the gesture, earning the flat of a claw tip digging into his panel seems. The hand slipped further to cradle his aft, winning a high squeal from his cooling fans. Megatron rumbled his approval as he leaned back just a bit, running a thumb in urgent circles over Soundwave's chassis in a very specific spot, while continuing to pet that soft groin with his other hand.

Emphasizing the pressure of his thumb on Soundwave's chassis, he said deviously, "Will you release your cables?" It was an order, not a question, despite the wording choice.

Soundwave let two cables snake out from his chassis; meanwhile holding on to his leader's back with his digits and cycling cool air to calm himself. Megatron's free hand instantly grabbed the nearest appendage and brought it to his mouth. Although the action was similar to what happened last night, the energy field readings were different, so Soundwave remained limp and waited to see what Megatron would do to him. He felt heat kindling all over his frame at the mere suggestion such an action promised. He didn't have to imagine it for long because Megatron was quick to open his mouth and encase one of the cable's four claws. He suckled it, letting his velvety glossa slide into the inner joint, sucking on the tip as he pulled back a tiny bit. His petting hand had slowed to a delicious, promising tease: slow rubs peppered with occasional scratches to keep Soundwave guessing and shivering.

After some time on the cable-claw, he turned the attention of his glossa to the couplings gathered at the base, dragging his glossa over it and then letting his bottom denta graze them. He went first vertically with his mouth and then eased into a horizontal pattern. Soundwave had never imagined his cables would be this sensitive. It took a stubborn effort not to cry out loud. Instead he let his backstruts arch and his helm toss from side to side as his cooling vents switched between sighs and a grinding buzz.

It was perfect. Everything he had ever done in Megatron's name, every order he had obeyed no matter how ruthless it was, every mech he had killed; it was all worth it right now. It was worth it because this was his reward. This was what he had earned from his glorious leader. No one else was allowed to touch him. He would save himself solely for his master's use and never regret it for an instant.

When Megatron's mouth closed around the inner wiring at the cable-mouth's center, Soundwave's valve panel snapped open shamelessly. The vibrations caused by Megtron's pleased hum against those tender wires drove him wild. His frame was arching, relaxing, tensing in a rapid dance. Soundwave didn't want Megatron to see how easily he could be turned on. He wanted some semblance of dignity and composure. But Megatron only sucked harder seeing his TIC's writhing display, _pulling_ the wires out further with the suction of his mouth.

Soundwave keened.

Megatron opened his mouth, trailing the wires against his glossa and forming a predatory grin. He knew Soundwave was his. He knew he was responsible for ensuring Soundwave had not only a taste but a full course meal of the attention he was capable of giving a partner. Just as his power and ambitions bound Soundwave to him, he would see his officer helplessly overjoyed to the point where Soundwave would be willing to follow him as far as the pits and back. From the way the drone was squirming and the way his engine was hiccupping, Megatron assumed he was on the right track.

As much as he wanted to feel the wet heat of Soundwave's port over his digits, Megatron was eager to try something. He shoved the mouth of Soundwave's cable against the valve in front of him, with the little claws spread out over it.

With noticeable surprise Soundwave sat up nervously.

"You can transform the end, can you not?" Megatron crooned, "Make it fit." The way his hard red optics were glinting at him like stone was both frightening and thrilling.

Soundwave thought his cables might be painful if placed…there, but he was willing to do all that Megatron asked. He transformed the tip so that the claws fit flush inside the curves of the cable and the couplings held a bouquet of colored wires. The wires might feel nice actually…

Megatron purred in satisfaction and drove the cable home. The penetration stung, but Soundwave didn't flinch. Instead he strove to widen the calipers of his outer valve, relieving some of the tight pinch. Megatron helped to loosen him up by swirling the appendage around, forcing calipers open to allow for more movement. As each caliper lip was pried open, Soundwave felt his frame seizing up and couldn't catch the sharp moan that rushed from his vocal chords. His field tugged needily at Megatron, vents whirring noisily as his frame was wracked by tense shivers. He whined again when his master twisted the cable with a swift flick of his wrist, the sudden movement igniting various unsuspecting tactile nodes.

Soundwave was still struggling to compose himself, to not let himself go too much, but he started having second thoughts as Megatron built up a slow but quickening pace drawing the cable in and out till it was slick with internal lubricant. He was whimpering again, whimpering happily for more at the feeling of those slim grooves on the cable within him, the enlarged jagged edges of the couplings, the delightful tickle followed by a tiny zap of the thin wires. He was losing himself completely.

Dazedly he had been stroking Megatron's chassis with his free cable, emitting soothing thrums of electricity that were punctuated with a harsh stab of energy every time Soundwave's processor spun in bliss and he temporarily lost control. The stabs were becoming more frequent… His hands worked over Megatron's back and sides, burrowing in tight wherever they could. It was hardly equal treatment. Soundwave wanted with fervor to express how exquisite this felt. He wanted to return the favor tenfold.

During this moment of lucidity Megatron asked, "Are you using electricity on yourself?" slowing so Soundwave could pull himself together enough to answer.

Every once in a while, when his cognition circuits were properly aligned, he had been sending very low voltage zaps. Megatron hadn't suggested he use it from the get go so he didn't know if he was allowed to do more than that. Soundwave shook his helm no.

Megatron's fanged smile lengthened into something cunning and gorgeous. "Use it," he whispered.

Timidly, unsure of possible results and wary of internal damage, Soundwave allowed a moderate spurt of electricity to separate from his cable's inner wires. It didn't feel like much, just a light tickle that made him wiggle his hips uncertainly.

With his spare cable, he stilled Megatron's hand that was fragging him, asking it to release him temporarily. His leader allowed this, allowed Soundwave to explore himself furtively. Hungrily he watched on with smoldering optics. He began petting his inner thigh as he observed his officer experimenting with different angles, the cable sliding in and out slowly and clumsily and emitting quiet sparks. He watched Soundwave's body and monitored his field for signs of sudden pleasure, intent on learning just what his partner enjoyed best. Judging by his intelligence officer's past performance records, he had a feeling Soundwave's experimentation would be thorough.

Yet Megatron couldn't see everything. He couldn't see the wires inside bending at different angles and arrays to test different nodes. He couldn't see the varying combinations Soundwave attempted, altering the voltage of certain wires and fanning them out to different areas to see which nodes responded best. As Soundwave's frame let out a delighted screech of grinding metal, he couldn't see Soundwave's calipers squeezing against the slick appendage just to feel the shallow grooves tickle on the way out. Behind the mask, Megatron guessed, Soundwave had his optics closed and the lips of his little clean mouth parted. Soundwave was curious about everything, had an insatiable hunger for knowledge and yet was clueless when it came to enjoying his own form. Pits, if Megatron had those cables, he doubted he would even need Starscream's affection because he would be too busy self servicing with them. How could Soundwave never have tried this before?

He could see Soundwave's cable pull out far enough that only the bumpy coupling remained nestled inside his port. He could tell that Soundwave was rubbing nodes just at the entrance of his valve because of the short rough thrusts that angled upwards. He could even hear the low buzz and clicks of electricity pulsing against and absorbing into soft metal. He knew from the static-laden high mechanical wail that it must feel _good._ His hand tightened on his leg at the sound of his silent officer coming undone.

"I want your spike too," Megatron rasped, stalling Soundwave's jerking appendage. His servo hovered near the corresponding panel until, with a bit of time dedicated to concentration, the cover folded away neatly and a pressurized spike rose for him to clutch. Mindlessly Soundwave arched his hips into that touch, into Megatron's palm, making a greedy static-filled rumble, a tumult of different pitched notes all jumbled together. Initially Megatron tested the feel of it in his hand, brushing his thumb along the underside then sliding around to count the enticing ridges on the sides. Soundwave let out a sigh and went limp. He let Megatron pump his spike in an even, firm rhythm, let himself shiver and lock up every time a particularly sensitive node was pressed, let himself make clicking buzzing noises absent-mindedly as he rocked his hips. He trilled under a puff of static when Megatron used his other hand to caress the back of Soundwave's upper leg, playing with the smooth plates until the tight metal flared out in arousal. His Lord traced a digit in a circle around Soundwave's brightly glowing EL on his patella joint, following the pattern printed there. The EL flared and cast out lusty heat. Once Soundwave seemed strutless and his sensors fully sensitive, he slowed his hands and waited for Soundwave to acknowledge. Sure enough, the gleaming black mask rose to peer at him, a scramble of lights and graphs fizzling away.

Megatron grasped with one hand the cable that was absently stroking him, and the cable still slippery with lubricant in the other. Presenting the latter cable again to Soundwave's port he said, "Put this back in," to which Soundwave was happy to oblige. He slid the appendage in so it nestled between his calipers and started pumping mildly.

"And this one," Megatron coiled the former cable around Soundwave's spike. "I will let you figure out the rest," he said smugly.

Soundwave hesitated, so Megatron stepped in, gripping the wound cable with both hands and sliding it upwards, squeezing lightly at the tip, showing his communications specialist what it was he wanted to see. Soundwave had to admit it felt nice, but he felt guilty for not doing anything to Megatron in return. He could only rub his Lord's back with his pointy fingers, and that must not feel too special. In addition, it was discouragingly difficult for Soundwave to focus on so many appendages that were all doing a different specific motion. It was the robot equivalent of patting one's head while rubbing one's belly. His engine grumbled in impatience. Steam hissed out from between loose areas of his armor. Eventually accepting that his plan was a flop, Megatron again moved in to help.

"Turn the electricity on," he commanded, latching on to the spike's cable, prepared to move it manually for his TIC.

Soundwave was stunned by the sensation of energy surging around his spike, completely engulfing it. He realized his helm had slammed back to the berth and that he was trembling.

Megatron grinned like a well-fed tiger. "Excellent…" Then moving his opposite hand to Soundwave's valve, he slipped in a digit alongside the cable. When Soundwave began to remove the cable from his valve, Megatron caught his optics.

"Leave it," he ordered, "Initiate electricity for both, but do not move them."

Predictably Soundwave obeyed. He set up a code for his cables to pulse a halo of medium strength volts every second, and made it run automatically so he could let his mind wander…to more important things. Things like the rough pull of Megatron's servo guiding his electricity-spitting cable all the way up his entire spike. Things like his valve throbbing as electricity kissed every node while Megatron's digit pressed _hard _into his valve's ceiling tactile sensors.

Everything was spinning. Everything was perfect until an unprecedented anxiety cropped up. He could feel himself dangerously overheating. Suddenly all the combined stimuli was too much. He tried to moderate his systems and circulate coolant only to find a majority of his systems were not responding. As unfamiliar nervousness seeped into his circuits he prodded other areas of his processor and rebooted his cooling system but received the same error message. There was a stack of malfunction notifications that he had simply ignored because he thought they were irrelevant during moments of passion. Only now was he starting to think he should have read them and tended to them. The proliferating sensory overload piled a flow of error notes that Soundwave was now all too aware of. His systems would crash soon, he knew it. He had never overloaded his systems before but he just _knew_ it must be close. In that moment, he panicked. A single though consumed him.

He would break

He would break. He had already lost command over his frame's physical functions. His form shook and arched rapidly, the back of his helm occasionally rising as he curled in on himself only to slam back down against the berth. It was all happening on protocol, not of his own free will. His vocals whined helplessly as he read the hurricane of failure warnings that with mounting terror he realized he had become powerless to address. His cognition circuits scrambled. His frame was so bombarded by energy and overstimulation he thought he would offline. He couldn't remember where he'd filed away the code making his cables electrify him every titillating second and he keened.

Megatron was saying something encouraging. It sounded like Soundwave was doing exactly what his Lord wanted but he couldn't go through with it. He realized his optics had offlined and frantically continued to seek out some form of self control. He had no access to communication frequencies, but discovered his vocalizer was still enabled.

In a patchwork display of high and low notes, a distracting beep and too much static, he pitched the volume up and wailed his master's name.

His Lord feverishly praised him, doubling his efforts and making Soundwave scream from the overwhelming thunderstorm of stimuli. Again, this only pleased Megatron.

"R-reQUEST-quest…" he choked out. The syllables were all playing at different speeds and frequencies. His voice was so full of static he worried Megatron would not even understand, "…de-E-E-E-sist."

But the warlord understood. Soundwave could not feel the way Megatron's frantic blur of an EM field stuttered in confusion as his actions slowed. His optics were locked offline and he could not see the puzzled yet concerned grimace crumpling his leader's face. For the moment Soundwave could only focus on cycling air through the furnace of his systems, listening to the pop and clink of overheated metal.

"You don't want me to stop," Megatron insisted, though it was almost a question. His paused hands began moving again, slowly rebuilding momentum.

Parts inside Soundwave's sizzling frame screeched in what Megatron now recognized was not pleasure but anguish.

He scowled. There was no reason for Soundwave to not be enjoying this. No one had ever asked him to stop—not when they were this far into it at least.

Again the jumbled notes and hiss of static addressed him. "Megatro-N-n, plEA-," Soundwave never begged, "PLease, stOp…"

A cold sickening feeling curdled inside Megatron's frame. This was not how things were supposed to be. Soundwave should never have to beg. Soundwave had always been willing to accept anything Megatron thought to give him, be it attention, orders, information, or anything else. In turn, Megatron never asked of Soundwave more than he knew his officer could provide. He never withheld anything from Soundwave he thought the drone needed. There had always been a mutual understanding between the two. There was never wanting, and never lacking. There was no reason for him to beg.

If Soundwave truly did not want to go through with this, he would stop. Still, he had started all this with a purpose.

"Soundwave," he addressed the popping and ticking mech beneath him, "You likely misunderstand your internal readings. You told me you have never overloaded, and that you think it a matter of failure, maybe vulnerability as well. Let me assure you, no harm will befall you when you overload, only ecstasy…" He trailed off because Soundwave had started frantically shaking his helm, and then with a crackling sound the cables hissed and ceased to emit electricity.

"Please…" came again that disturbing staticky plea.

This was not right. Soundwave did not beg. The Soundwave he knew was a silent fearless warrior, intelligent and cruel and capable of any task. Instead of asking he should be fighting, _making him_ stop. His Soundwave should have known that he was respected, and that mutual enjoyment was the goal here. If he really didn't want something done to him, Megatron simply wouldn't do it. The Soundwave he knew shouldn't expect to be raped unless he pleaded and cried. This was not right at all.

Megatron removed his hands, tugging one cable from Soundwave's still sparking port and uncoiling the other from his spike. Soundwave's frame was jerking spasmodically a little, but he seemed otherwise immobile.

"Can you move?" Megatron ventured.

"NE-tive," came the static-filled, buzzing reply, still sounding like a busted radio, "Rebooting cr-r-RASHed operations."

It was painfully obvious how much it terrified poor Soundwave to not be in complete control of himself, to not be perfect. Megatron could feel the unfettered waves of worry and shame crashing around his frame. It was honestly unsettling to see him like this. He wanted to fix him, make him like interfacing as everyone should. True, interfacing left one vulnerable for a few minutes, but it was hardly something to worry about. It was certainly worth it for the amount of exquisite sensations it brought.

The panic Soundwave felt was making his processor lag. What should have taken seconds was taking minutes instead. When at last he had rebooted his core cognitive and physical centers the drone sat bolt upright and turned away from his Lord, rolling his cables up back into his chassis.

"Soundwave," Megatron began, staring at his officer's back and giving him space to collect himself. "We must discuss this. I know your aversion to speaking, but there seems to be a lack of understanding on your part. Do you think overloading will hurt?" He couldn't help the scorn in his vocalizer, "You have never been one to shy from a little pain if it was in order to reach a goal." His EM field was flaring condescendingly and he didn't bother to stop it.

'_Negative….Affirmative…'_ He had obviously reestablished a connection to the comm. frequencies. His field was uncharacteristically turbulent and Megatron scowled a bit harder.

'_It is not pain, rather systems failure I wish to avoid.'_ He wasn't about to use the word "fear." _'If my systems overload, data may be lost. Data recovery: may be impossible. Degeneration of efficiency: likely result. Summarization: ability to serve Leader Megatron: significantly decreased.' _He still was not facing his Lord.

"That is nonsense." Megatron scoffed, "In fact, overloading dispenses energy that accumulates as overcharge. Relieving your systems of excess energy should actually help you perform better. It would_ increase_ your productivity, not decrease it." He felt a tremor of interest in Soundwave's field. The electromagnetism encompassing Soundwave's frame had compressed down to its natural size and was now mellow yet alert.

'_Possibility…'_ Soundwave faltered slightly, _'Proceeding overload: systems will refuse to reboot. Prospective status: indefinitely offline: Soundwave: useless.'_

"Ridiculous, Soundwave!" Megatron was frowning incredulously and gesticulating irritably. "Why would your physiology be different from every single other Cybertronian? No one has ever entered a state of comatose from overloading. You offline for a few minutes—or seconds, depending on your recovery rate—and reboot feeling refreshed and recharged! And satisfied." He added.

Soundwave twisted his body to face Megatron, his field quiet and dark. _'Offlining in company: regardless of time transpired: vulnerable.'_

At that, Megatron's buzzing field promptly softened. "Exactly," he drawled, his razor denta flashing.

Soundwave shuddered. So this was a game of trust. This was making a game out of danger. Megatron, his leader, was the last mechanism to whom he ever wanted to reveal any weakness. Decepticons were ruthless. They had to hide any known vulnerabilities out of the expectation that others will be quick to take advantage of it. And yet…he had let his guard down around Megatron. He had willingly permitted his Lord to manipulate him as he lay exposed on Megatron's berth. He could not imagine Megatron would terminate him as current situations stood. Logically, there was no good reason for Megatron to do away with him. In sharing their weaknesses with each other, they were at a draw. Being here together in private, it was an exclusive moment where they were allowed to be vulnerable. They were allowed to relax and simply enjoy each other. The thought of such selfless intimacy reminded Soundwave that his frame was still scorching hot.

Indeed, did he not trust his master? Would he not do anything Megatron ever asked of him? Any wish his master had Soundwave yearned to grant. He wanted to be used effectively, be as useful as possible. He felt a swell of shame at himself for questioning his Lord, thinking Megatron would ever put him in a dangerous situation. Megatron only asked what he knew Soundwave could give. He should remember that. _Trust_ that. Even if that pattern did break, if Megatron did want to push him till he broke, wasn't it his duty to fulfill his Lord's needs?

"Request…" began Soundwave, "Forgiveness." The lines on his visor oscillated cautiously. He tried to remember if he had ever asked this question before and could think of no other time.

Tilting his head, smirking contemplatively, Megatron shifted. He leaned into Soundwave's field and probed it with his own in what Soundwave was pressed to identify as a flirtatious manner. "No," he said, his EM field meanwhile stroking Soundwave's field rigorously.

Soundwave froze and allowed the energy around him to be jostled and teased.

"You will have to make it up to me…"

And there were those eyes. Those burning red optics that commanded an entire army of followers. Optics that seared into him and pulled him unfalteringly to Megatron's side time and time again.

A/N: ….I know not having immediate gratification is very unconventional in fanfiction, but I want to look at this side of sexuality. Intimacy leaves you incredibly vulnerable, emotionally and physically. When you've built up such a strong wall around yourself, you can't just turn it off. It's a wall; you have to take it apart, and that takes time. Even if you want to, your muscle memory and ingrained psyche won't let you and it takes time and patience to recondition yourself. This is what I'm going for. It's something I would like to see explored more in fanfiction, so it's what I'm going to try to write about.


	9. Chapter 9

A/N: Warning - sticky

**Chapter 9**

Like a magnet he let himself shift and turn until his black visor was coupled with Megatron's helm. A section of his mask fogged from the exhalations from Megatron's mouth. Around them fields of magnetism and electricity entwined skillfully, pushing and pulling and sliding against each other and sometimes forcing a dominant wave at the other that left them both feeling hot and tingling. It was only natural that their frames merge like their fields, pushing, pulling, sliding against each other until they both hungered for something more forceful.

Megatron moaned into Soundwave's visor, pulling Soundwave's torso in so their frames crashed together. The sleek points and angles of Soundwave's form snagged on the plates and grooves of Megaton's torso. He ground into the smaller mech's frame.

Soundwave watched his leader's arm wrench in between them, looking for the area between his legs. Megatron's thumb circled his partner's valve housing. They were charged enough that even touching with his digits formed a loose circuit of shared energy between them. Soundwave's engine purred and fans sighed at the ebb and flow of spiking energy around and between him and his Lord.

He wanted so badly to satiate him. It wasn't as if he chose to be this insecure in his sexuality. He wanted to give Megatron the satisfaction of making him overload, but there was that niggling feeling of incompetence at letting himself relinquish his control. To let himself crash…was asking a great deal. And it wasn't an issue of trust in Megatron; it addressed how much trust he placed in himself. He didn't know if he could do it. He didn't know if he could bypass millennia of his own base reasoning and personal insistence of constant composure and just give in, just surrender like that. Surely Megatron realized this and understood him just a little bit?

Well, of course he did…He must, since Soundwave was still here in his master's berth being pet and kissed instead of sulking in his own chamber stinging from blows of punishment. That in itself was another fascinating conundrum: Why had he yet to be punished for his continued incompetence? He had outright defied his Lord only moments ago, and Megatron had permitted it.

He had allowed Soundwave space to reboot when he was perfectly strong enough to hold the smaller mech down and do with him whatever he wanted. That was very just of him, Soundwave realized. That wasn't mere compassion, it was honor.

Still, he couldn't help but think anyone else in his situation would surely be dented and scathed by now. Why was Megatron so lenient with him? It could have been love, but Soundwave still wasn't ready to believe it.

Megatron had invested a lot of trust in him, and Soundwave was embarrassing them both by not upholding his record of diligence. He reminded himself it was not an option to fail his Lord—it never was. The mercy Megatron bestowed on him only wrought further shame. Soundwave was not the kind of mech that needed mercy. He was strong enough to thrive without it. And yet, underneath all his armor and steel reserve there were still messages of fear looping around in Soundwave's circuits. Fear that it was already too late to redeem himself. Fear that he was unable to overload and that it would terminate any sort of relationship he could ever have with his beloved leader. It wasn't just a handicap, it was a stupid handicap.

So he pushed all the repeating stressful thoughts aside. He brought a cable up to his visor and, disabling the magnets holding it in place, removed it and set it aside. The cycle of his optics waned at the light difference. He could pity himself later, right now it was time to serve his Lord. He leaned in, wrapping two cables around Megatron's waist and tilting his helm up to plant a kiss on Megatron's scarred chin. He had taken notes. He could improvise based on what facts he had collected.

The cables thrummed heavy, lush electricity as Soundwave licked his way down to Megatron's Decepticon brand. With bared denta he chewed the silvery petals that encased it, tugging and grinding his denta into the folds of metal. Megatron yanked his helm up then by the speakers and bore against his partner, bending Soundwave's backstruts in an impressive arch and claiming his mouth.

Soundwave allowed it, but only for so long. He had resolved to impress his master. Megatron would respect him again. He could reclaim his dignity and Megatron's confidence in his abilities. He knew Megatron liked him for his obedience, but he also appreciated Soundwave's relentlessness and power. It was time for some of that.

As Megatron tried to force him onto his back, the cables around his waist clenched hard and shocked. Simultaneously, two more cables whipped out around his shoulder spikes, one slithering around his face and the second pushing him. All four cables were keen on maneuvering Megatron backwards. The two around his waist pulled forward hard to jostle him while the third drove into his shoulder and the fourth persuaded sweetly, manipulatively. Naturally, Megatron showed some initial resistance, but as Soundwave grew inexorably more insistent, Megatron relented his last bit of control and let the adamant cables slam him back. Once Megatron was down, Soundwave's movements were swift. He slipped forward on his knees and hugged his master's ribcage with his legs. He reached back with his hands and clutched Megatron's arms as he dove in for a kiss.

Megatron's engine rattled as Soundwave boldly sunk his full weight into him and pressed him into the berth.

Soundwave shocked him when Megatron tried to touch him, digging his needle-like digits into his leader's arms to remind them not to move. Accompanying that warning was his cables shoving harder on Megatron's shoulders, and the other two unwrapping to bite him. Although readings from Megatron's fields registered as unamused on Soundwave's radar, he persevered onward. A cable found its way hastily to Megatron's interface hatch, where it pinched and offered a sample of electric current.

Megatron's field ruffled.

The cable claw latched on, spread itself full against the panel. It held fast and vibrated, sending wayward electrons through the metal cover and straight into Megatron's interface equipment until the panel withdrew with a snap.

A low moan escaped Megatron's vocalizer as his spike rose into the waiting fingers of Soundwave's cable-tip. Wire tendrils laced around it, pulsing at a warm-up pace alternating current, and claw-fingers hugged close and vibrated deliciously.

Another moan.

Soundwave instructed his own panel to retract. Here he had to rise up on his toes for proper leverage because his cyber-femurs were short, but he lifted his pelvis so that the spike would have clear access to his newly exposed port. Megatron chose at that moment to steal another kiss from him, pulling him forward and slightly off balance. Soundwave disguised the falling motion by snaking his arms around Megatron's neck and holding tight.

Finally, as the last of the kiss dripped from his lips, Soundwave held the spike at an angle and pressed himself back onto it. There were those same sparks that left him breathless as a connection was made, but it was different this time. He didn't want it. He could go through the motions to regain Megatron's faith in him, in his competence as a tool. He could let himself be used because he needed approval, needed to be adequate. Not just adequate—valued. That Megatron might think him inapt or insufficient in any way was too unbearable to accept. He had come here after all not for his own physical gratification but for Megatron's. Megatron had turned this into something Soundwave couldn't handle—trying to drag Soundwave's own climax into the situation. So he would have to be a good enough distraction that his master forgot his priorities.

The drone leaned back with a lewd sigh, drawing away his cable from Megatron's spike with an electric kiss. He let his knees slide off either side of Megatron's frame where they had been planted for balance, in doing so relinquishing all control he had over just how far the silver spike could travel up his port. Megatron gasped and bucked into the welcoming tightness, burying his spike in the attractive charge there. He thrust up again, engulfed by the buzzing currents blanketing the two of them. He didn't notice Soundwave flinch.

He didn't notice because cables were slithering around his helm, licking with electric tongues, nipping with repellent magnetic charge they had generated just for him. Soundwave had them alternating between positive and negative charges—a feat the impressiveness of which was unfortunately lost on Megatron, although that isn't to say he didn't enjoy it. More cables massaged his legs, delving into his inner thigh, scratching at plate seams, screwing into patches of wire when plates loosened from overstimulation.

Megatron was praising him, offlining his optics and riding the currents of electricity raging all over and through him. His processor was too busy drowning in euphoria to remember any previous determination to push Soundwave into overload.

So Soundwave worked his spike, leaning back to press it mercilessly against his front valve wall and earning a wanton bellow from his Lord. He raked cable claws almost viciously into Megatron's sides, yanking hard and surging volts into the gunmetal frame when those claws caught onto some protruding metal.

Another succulent cry.

Soundwave's processor swam with the feeling of victory that flooded him: the relief of escaping unwanted attention coupled with the satisfaction of serving his dear Lord. He let Megatron dig his pedes into the berth and jab his pelvis ruthlessly upwards, keening at the feeling of that sharp spike all but slicing into him, and at the harsh current that tore through him and threatened to overload his systems. But he fought back that feeling of imminent oblivion and forced himself to focus on the task at hand. He rocked his hips with that appendage penetrating too deeply for comfort and stroked Megatron's arms with his slender digits.

Before he was aware enough to stop it, Soundwave found two of his cables (the ones that had been molesting Megatron's lateral plating) coming up to wrap around his own waist protectively in response to the discomfort and insecurity.

A growl, a flash of smiling teeth, and two red optics blazing at him from a sidelong stare communicated to Soundwave that his master liked that.

So Soundwave tested a few movements to see if he could glean similar results. He tilted his helm somewhat coyly and loosely held his master's gaze, petting his own abdomen first with a cable-coupling and then with the black and purple tube of it.

Megatron's eyes slit and his grin turned sharp.

Soundwave dragged the claw-tips into his electroluminescence and they both watched sparks spray from the point of contact. Soundwave closed his optics and shuddered. He worked the lights into a bright glow of arousal.

The hungry look in his master's optics did anything but dissipate. Megatron shifted on the berth as Soundwave continued to caress himself, joining the cables with his own large hands and cupping the sharp curves on his officer's frame. Soundwave's helm tilted back and he vibrated. Megatron hummed and moaned at the silken wave of voltage Soundwave's frame released, digging his claws in deeper to get more and more.

Megatron almost couldn't stand it—how beautiful Soundwave looked from this angle, wrapped up in cables and gunmetal hands, pulsing with energy and shivering like he was about to come.

"_Ooooh,_ don't fight it!" he growled, jerking Soundwave off balance and pumping into him harder, faster, deeper.

Soundwave's vents squealed as he landed on top of his leader.

"Kiss me," he demanded in a fierce whisper before Soundwave could properly orient himself.

The spy maneuvered his long arms to lock behind Megatron's helm as powerful hands held his face still for kissing: open-mouthed and harsh. Soundwave read the spiraling abandon of his Lord's field and felt Megatron must be very close to overloading.

Offering clumsy kisses even though he didn't much like them, and gaining purchase in the fenders of Megatron's sides with his cables, Soundwave let loose a wild jolt of electricity that he sent hurtling into his master's systems, throwing the mech deftly into overload. The reverberating currents threatened to suck him in, menacing his circuits, daring him to follow his Lord into overload, but Soundwave defied.

He pulled all his cables loose and staggered off the berth till he was standing, swaying, on the floor. Knowing his frame was a perfect conductor of electricity, he could not have expelled any charge of his own before, but now that he and Megatron were no longer in physical contact, he freed as many charged particles from his system as he could, letting his cables electrify the air all over the room like a miniature lightning storm. Controllable only to a certain extent, some of the electrons blasting from his cables were seduced by weak electromagnetic currents coursing along the walls and ceiling, burning black holes along the corresponding surfaces. Again.

Soundwave's vents sighed and churned down to a reasonable pace. His frame was still popping and clinking, his spark was still awhirl. He shuddered and spread his pedes to catch himself as he felt his frame swoon. In a half-hearted attempt, he expelled electricity from his cables a second time, and while admittedly he felt rather better—it was bearable—his body was still racked with electric charge.

He shook his helm to clear his thoughts, glancing back at his leader, Megatron. He smiled, admiring his master's powerful frame as much as admiring his own handiwork at having caused such bliss. The warlord's field was still turbulently buzzing with aftershocks from overloading.

Slowly, Soundwave dipped to pick up his mask, but then hesitated. Instead he leaned his hands on the berth and lowered his helm to his master's lips. Slowly, he kissed him goodnight.

With mask in hand, Soundwave walked to the door, clipping his visor back in place with its magnets. The door opened for him quietly, and whispered shut just as Megatron began to shift and online his optics.


	10. Chapter 10

A/N: This chapter references S2 Ep: 19 "Human Factor" and Ep: 21 "Alpha; Omega."

Warnings: none!

**Chapter 10**

The next day was too busy for questions or explanations. Breakdown's corpse returned with a human inside of it. Soundwave's expertise was needed and then surprisingly thwarted by a tiny human ally of the Autobots. He could not help but admire the creature's astounding skill.

Now, Soundwave was not a particularly violent mech. He wanted things done efficiently, but if possible he liked to avoid casualties—at least those claimed by his own hands. The little human…was amazingly intelligent to undertake such a task with the same level of skill as Soundwave, hacking into a foreign system with an air of nonchalance. It was not necessary to kill it. These humans were mere insects. Nothing they did could ever remotely affect the Decepticons. They were harmless little creatures mulling about their strange organic existence. There was nothing to be gained in killing them. (They didn't live long anyway).

Instead of building a virus or firewalls to block the human out, he erected minor blocks of encrypted code for the little thing to hammer through. The human would undoubtedly destroy or otherwise render the satellite unusable so that neither Autobots nor Decepticons could use the weapon against each other. It was the logical response.

There were additional outcomes that Soundwave anticipated. Even though he was not typically violent, his sense of justice was rather vicious, and he liked to see it play out. Getting this satellite out of the way would leave the human-Breakdown abomination with nothing left to barter. There would be no further reason to let it hang about on their ship. Megatron would exterminate it. Exterminate that filthy monster that thought it was okay to dissect and desecrate their former allies. There were times where revenge was the very best answer. So, although the acquisition of the satellite laser proved to be unsuccessful, the day's events were worth it just to record the moment Knockout got to reclaim the body of his former partner. A cold cruel smile glinted behind Soundwave's vacant mask. His leader, Megatron, was both ruthless and kind. He could carelessly allow the torture of one wicked human while granting one of his officer's the revenge he so deserved. Soundwave considered it a victory after all.

Afterwards, when the commotion had died down and the human's screams had fallen out of earshot, Megatron turned to his Third and motioned with his head for Soundwave to walk with him. Dutifully his silent officer followed.

In the hallway, Megatron spoke without needing to look at the mech accompanying him, "You left early last night."

This was true. Soundwave needn't bother confirming it.

"Is this…," his master's pedes slowed to a halt, "Is our current relationship affecting your performance?"

Soundwave raised his helm minutely and Megatron looked over his shoulder spikes in time to notice. Soundwave knew then that he was being admonished for failing to gain control of the satellite laser.

"Despite what I trust are your honest intentions to please me, I will not have my intelligence officer compromised by non-work-related stress." Megatron's torso twisted to face him and his legs pivoted to allow the motion to complete. "Soundwave, I would like to continue our liaisons, but not if doing so deters your ability to serve me." Something that could have been a smile crumpled the edges of his rusted lips as he realized what that implied, "In a military fashion, that is."

Soundwave had no excuse. He could not justify his actions to his leader although he knew it had been for the best. He played it off as a mistake. _'Autobot interference: underestimated. Level of developer and computer skills: rival my own. Soundwave: prepared to face punishment for inadequacy.'_ Soundwave knew Megatron would forgive him. He liked to pretend he didn't.

Megatron shook his helm wearily, "No punishment necessary," he sighed. "See that it does not happen again."

Soundwave tipped his helm slowly in acknowledgement.

The walk continued, friendly now as it most often was. Soundwave relaxed when he realized they were carrying on as normal, uninhibited by what awkwardness might have happened in berth. This was familiar. This was an activity Soundwave relished, however simple. The next minutes were spent on (mostly one-sided) discussions of the Autobots' next possible fiasco, theories on what Prime and his crew might be up to. Megatron spoke of obtaining relics, to which Soundwave was happy to report he was nearly finished decoding the location of the next one.

"Excellent!" Megatron drawled. "Let us hope the Autobots will not be there as well. Whenever I send someone down to retrieve anything, they come home empty-handed."

Soundwave cocked his head innocently.

"Well, except for you, Soundwave. You are better at fetching than the rest of my army."

The dark blue-grey mech's screen flashed a map of where Soundwave had tentatively placed the relic, marking its supposed location with white intersecting lines. The image zoomed out profusely, marking a second location nowhere near the first.

'_Suggestion: allow my assistance. Bait Autobots with false trail. Autobots: follow decoy. Result: claim Iacon relic unhampered.' _

Megatron put on a feral grin, "Of course! Well done, Soundwave. That is exactly what we shall do."

Soundwave bowed in recognition of his praise.

The new plan of attack put Megatron in a good mood. When they had finished smoothing out details, the warlord was delighted. The jovial mood somehow put the day's events in a new light for him. Together they spent some time mutually and joyfully hating the human-Breakdown. They shared a cruel sense of humor in reviewing how idiotic the human had been in the first place, actually expecting to be accepted into their ranks as a Decepticon. The ludicrousness! Soundwave made comments that actually had Megatron laughing, remixing audio recordings of the human talking to make it sound exceptionally simple-minded, playing back altered visuals that distorted the monster's form to a ridiculous extent. His frame warmed pleasantly at seeing his leader so jolly. It warmed him a little more every time a fanged smirk lingered on his leader's faceplates, and the electromagnetic fields around them seemed to kiss. Soundwave was glad also to hear Megatron admit he enjoyed handing that abomination over to Knockout. His Lord was as happy to be rid of the disgusting thing as Soundwave, and equally happy that Knockout would get some enjoyment out of it. He deserved it, after all, Megatron agreed. What must it be like to see someone parading in the skin of one's deceased lover? Megatron scoffed. Even Decepticons had limits.

Conversation led to refueling which led to more conversation and a few more dangerous looking smiles from Megatron. More than once Soundwave noticed Megatron about to reach for him, but he always prematurely aborted the action. Those hungry looks, while subdued, were not invisible to the intelligence officer.

"I should retire," Megatron breathed at last.

Soundwave stilled his cycling intakes of air, waiting to know what that sentence entailed. Did he expect Soundwave to follow? That was usually the case with Starscream.

Cautiously, Megatron's hand beckoned Soundwave a little closer, and the drone was quick to respond, stepping into his master's shadow and tentatively reaching out as well. The giant paw cradled one of his neck fins, and a second slipped around the smooth curve of metal protruding at his hip. He held the back of Megatron's legs.

The warlord ducked his head to Soundwave's audio receptors, "Get some rest. I want you refreshed for your stunt tomorrow." He placed a kiss against Soundwave's speaker, "Get me the coordinates for that new relic first thing in the morning. I shall retrieve it myself." A second kiss to the center of his visor. It was a shame Soundwave's mask was opaque; otherwise Megatron could have watched his TIC's optics cross. He probably would have thought it was cute and laughed.

_'Pleasant recharge,' _Soundwave whispered over the link as Megatron's lips lifted from his visor. An expression that could have easily passed for a smile bid him further goodnight. It made his spark feel hot and his hands itch. He would have reached out if he was allowed, but no invitation had been made. He waited for Megatron to turn away first before they both set off in opposite directions to their respective rooms.

Needless to say, Megatron was furious that the newly uncovered relic was the Star Saber. Furious and later awestruck by a demonstration of its power. That look of blank terror had not gone on unobserved by the intelligence officer by his side. If Megatron was scared, there was a legitimate problem underway.

However, with Megatron, things were never impossible for very long. He quickly gathered himself and devised a means of overcoming his handicap of not being a Prime, the only ones capable of wielding the Saber and the Forge currently in their possession. Soundwave overheard Megatron plotting with Dreadwing, heard him come to the conclusion which he said should have been obvious all along. Megatron didn't need a whole Prime to use the weapons—he merely needed a Prime _arm_.

That…hardly sounded plausible, let alone feasible, Soundwave thought to himself, but knowing Megatron, he would find some way to make it happen.

With his private revelation, all concern was dropped, that usual aura of incorruptible confidence laid thick around the Megatron's frame. He turned to what troops remained gathered around and addressed them peremptorily. Soundwave covertly recorded the rousing speech and drank in that surge of undaunted passion Megatron radiated. It was almost something Soundwave could measure, something he could define and put a name to. It was so tangible and encompassing that he could truly feel it. Frankly, he was addicted to it. He thrived off that cascade of power and invincibility. Standing in the perimeter of that blazing energy, he was adopted by it, infused with it. It drew him in and held him up, up over all the senseless fighting and disputes and pain. It held him high enough that he could see an end to it all on the horizon. He could see the promise of peace. He could dream impossible things.

Megatron was his hope. Whenever he thought something couldn't be done, Megatron would push him out of the way and do it. It didn't matter if he wasn't always right. Megatron _thought_ it was right, and the conviction in his non-dithering actions overruled even morality. If Megatron said it was right, it became right. If Megatron said something could be done, it could be done. Things were that simple.

The warlord turned then, speech over, residual unfettered ambition sweeping over Soundwave like a gust of wind. He could feel it against his derma. His leader's optics held those of his officer Dreadwing as he crossed the room, held those of the eradicons he passed by. When his optics landed on Soundwave, the communications specialist was not expecting it to make his spark spin so fast in its casing. All that energy—the invincible, hungry, thriving aura that meshed so flawlessly with Megatron's EM field—barreled into Soundwave before he could put up any resistance to it. He actually staggered back a step, feeling light-headed like his coding had just experienced a glitch.

The others in the room were talking amongst themselves now, greeting those who had come to take over their shifts, chattering about how awesome Megatron was. Soundwave was pretty sure Dreadwing was watching them, but Megatron blatantly paid no notice. The giant Decepticon leader bent slightly, casually in Soundwave's direction, EM field lapping at the drone's. "Meet me in my room as soon as I leave the bridge," he whispered without actually looking at Soundwave, knowing he needn't speak very loud for Soundwave to hear, "I believe celebration is in order."

At the moment, Soundwave couldn't agree more, lost as he was in the seductive promises threaded in his master's field.

Megatron needed no confirmation. He walked with heavy footsteps, the audible evidence of his great mass echoing in the room; expecting without a doubt that a hard-angled, matte blue, silent drone would soon be in his lap, and that said drone would end the night not-so-silent at all. It was time to indulge a little, treat his loyal TIC to some TLC. He had declared the night a celebration, after all.

A/N:

It's a little late to be weaving in a plot, right? But, I want to try to stick to the actual timeline, (which means I might have to go back and rework previous chapters). I hope this chapter doesn't feel too much like filler. I guess it's showing how I think they interact when not being love-love?


	11. Chapter 11

Yeah, this chapter held up the entire story for what, 2 months or something? Sorry about that. Every time I sat down to edit it I just got mad and quit. I think it's finally something I'm not embarrassed of.

A/N: I use the term "offline" to mean "unconscious" or "asleep." I know some people use it to mean "dead." This is not the case for this story! Correspondingly, "online" means "conscious/awake/functioning in general."

Warnings: sticky and "tentacles," oh my! :o

**Chapter 11**

Soundwave was effectively trapped.

To get to this situation, he had visited his Lord's doorstep as instructed and was promptly dragged inside, covered with kisses, and set on the berth with a wildly rebooting processor. Megatron wasted no time in racking up their internal temperatures and setting their fans thundering. The ensuing interface session had been hard and heavy. The same empowering field Megatron displayed in battle and when speaking enveloped him, making him quake with energy and struggle to keep his vitals online. But he couldn't keep track of his hardware. He couldn't keep track of anything. The entire world had dissolved into touches, kisses, and _Megatron_. It was pure bliss. All the energy that was Megatron's signature: that fearlessness, regality, feral power, it was all for him. Directed at him. Channeled into him through his leader until he thought he would combust. He would have died happy. Soundwave had been so overwhelmed by Megatron's passion that he thought…maybe… he had overloaded? But he wasn't sure. Megatron certainly had. Upon climaxing, the giant mech had toppled over him, caging him in with the gleaming metal of his form.

So Soundwave was trapped on the berth underneath his colossal leader, blurrily trying to collect his thoughts and take readings of his servomechanisms. His entire sensor network was tingling with a rush of something like cyber-adrenaline, only instead of feeling frisky he felt exhausted. It was an ambrosial, spicy feeling that he thought might lure him into recharge. At the end of their interface, it had felt almost as if he had gone offline—which would have been all his system's crashing. Was that what overloading felt like? Certainly, a staggering number of his systems had failed as if he had overloaded, and were still experiencing difficulty rebooting. Maybe a few fuses had blown? He wasn't sure if his frame was actually steaming or if his optical sensors were still malfunctioning.

He was dozing in a power-saving mode when he felt the rousing bass of Megatron's engine ripple through him. Soundwave's nodes were so sensitive right now that even that vibration caused a brief flare of arousal and an urge to nuzzle into Megatron's wide chassis. He gave a greeting string of quiet, high notes, like a bird chirping, noticing by the slide of EM fields that his master was back online.

The warlord heaved himself up just enough to tip over one side of his captive partner, his weight clanking heavily as he settled next to Soundwave. He had a charming lazy smile on his faceplates that reached all the way to his eyes. It made Soundwave's vents sigh at how satiated his master looked, how serene his field was. Did Starscream make Megatron feel like this? Or was this face for him?

No, he decided, reaching with his hands to hold Megatron's shoulder, right near his neck. This moment was theirs. Whatever Starscream had with Megatron, it was different than this. This was something no one else had.

With a welcoming rumble, Megatron's huge paws secured Soundwave's face, drew him in to kiss his pointed chin, then the purple crest on his forehead, then his cheek. Everything was slow and sleepy like a waning tide; metal lips lapping at him—his fins, his speakers, his neck—constant hands washing over him, steadily pulling him in.

A whisper misted over his mask, "Soundwave,"

The drone grasped Megatron's shoulders a little tighter in response.

"I think…Did you overload?" Lips kissed the tapering channel of his visor.

Soundwave's field expanded outwards like the pulse of a fuel pump. He burrowed his face into Megatron's badge. Trilling sounds escaped his speakers, a tiny muffled cricket sound, _'Uncertain…theorize…affirmative. Achieved: first overload...' _ He could feel his EM field churning, but he couldn't tell if he was nervous or excited.

He felt his master's arm hug his back, pressing him into Megatron's chest. The sharp edges of Megatron's helmet tickled the top of his helm as he spoke, "This is even more of a special occasion then. I think a bonus is in order for you, Soundwave." The hand at his back was petting him now as if it wanted him to wake up.

Soundwave pushed back slightly to look at his Lord's face as he began to protest, _'? Unnecessary. Proposed measures: not required," _but Megatronwas sitting up, leaving Soundwave cold and feeling suddenly very vulnerable. He made to get up and follow his Lord in whatever he was about to do, but a paw landed on his chassis and pressed him back down onto the berth. Soundwave stared up at his Lord beseechingly.

"Just stay there for now," Megatron purred. The hand on Soundwave's chassis sunk onto his torso and down the top of one of his thighs as Megatron positioned himself on top of said appendage, moving the second leg out to the side.

With a flush of embarrassment, Soundwave realized his interface equipment was still bared, and would have housed it immediately if a hand hadn't suddenly folded around his spike. His speakers beeped and his screen flashed loud sound waves in alarm.

He couldn't believe it, but Megatron was lowering his head to where his hand grasped Soundwave's spike, breathing, "I do not do this often," before flashing red optics in his direction, "But I am willing to make an exception tonight."

Soundwave felt software crashing inside him, dropping like a downpour of rain. _Reboot. Reboot._

_'?! What?'_

Too late. Megatron extended his glossa, licked up Soundwave's spike, and curled his lips around it.

Soundwave's face-screen lights scrambled and whistled like the tuning of a radio, and his EM field flurried in shock. His electroluminescence started to flash brightly and his fans squawked but he insisted they stay off.

Megatron sucked the spike up and down while using his fingers to rub the bottom grooves in the shaft. The cool violet rings along Soundwave's spike lit up hot purple. Soundwave was still sleepy from their first interface, but he could feel charge slowly building back up, tickling up his spine and pooling in his stomach.

Those denta though… He was understandably terrified of those shark teeth on his spike. He was frantically thinking that this seemed like a _really bad_ idea but oooooh, that felt _nice_. The hydraulics in Soundwave's spike had pressurized it fully, and the member was digging deep into the back of Megatron's throat. Soundwave involuntarily rocked his hips. Megatron was able to back off before choking, and disguised the motion by lapping at the spike from base to tip. He popped just the tip into his warm mouth and hollowed his cheeks from suction, dabbed his glossa against the head from inside.

A shriek of static whirred out of Soundwave's speakers and he stubbornly switched his roaring fans into a less conspicuous moderate hum despite his overheating frame. When they tried to click onto full blast a second time he let them, as Megatron was pulling back to blow a stream of air across the spike's tip before continuing downward. He took the length of it into his mouth again, providing only loose suction so he could still have room to lick his glossa back and forth as he moved his helm down and back up and down again. Miraculously, his teeth were not puncturing his spike. On the contrary, the very tips of his denta were nicking the grooves along the cable's length, and igniting a fierce cluster of pleasure receptor nodes every time.

Soundwave was quivering, trying not to move. He needed to touch Megatron. The intoxication of bestowed power went straight to his logic circuits. He felt invincible in this position. He had the most powerful monster in the universe lowered between his legs and serving him as if conquered. It was as though Megatron was sharing his power with Soundwave, raising Soundwave to his level.

Soundwave wanted this. He was taken aback by just how much he wanted this, but there was no mistaking that primal need raging through his core. The mixture of his furiously pumping fuel lines and the dizzying rush of coolant through his systems made him giddy. Soundwave wanted to own this moment and all its lush delusions of greatness. He wanted to hold it down and keep it, never let it up for air. Seeing his master bow to him like this should have been enough, but it only gave him an insatiable craving for more. Megatron had not given permission for anything else, but how easy would it be to reach out with a few innocent cables? Wouldn't it be such a simple task to caress and claim Megatron's metal hide that way? Soundwave wanted to fondle him, scratch him, make him feel good in return for this, this, _this_. Unable to resist, he dropped his helm back on the berth and ejected some cables. With them he could pet Megatron's helm and sporadically spit out encouraging jolts of electricity.

At the sound of the cables coming out, Megatron sat up a little with his mouth still full of spike, humming. One cable twitched in surprise as Megatron arched his back and raised his aft. The gesture was too inviting not to have been done on purpose. He could imagine what it meant but wasn't ready yet to believe it. Experimentally one cable rounded Megatron's shoulder and slithered in a side-winding motion down Megatron's spinal struts.

Feeling the appendage travel south, Megatron withdrew from the spike, giving it a parting kiss, "Mmm, Soundwave," he rumbled in that deep, savory voice of his, "I think I know where that cable wants to be… Do you think you can make me open my valve for it?" His ex-ventilations gusted over Soundwave's member as he spoke, his lips brushing against the head with every syllable.

Soundwave's screen blipped and lights swarmed over the surface. His field flared maybe a little too enthusiastically and his Lord grinned, exposing those hazardous denta that Soundwave was willingly allowing next to some very delicate hardware of his.

The cable extended to trickle over Megatron's aft like mercury, hugging the curves of Megatron's form perfectly and pooling down around his valve.

At the first sweep of the cable against his port covering, Megatron's pointed denta pressed firmly into his officer's cord.

Soundwave ground the head of his cable into the soft metal then, ready to counterattack if Megatron was indeed threatening him. The cable's clawtips pinched the cover deliberately. The action elicited a rumbling chuckle from the silver warlord's chassis that traveled through his vocalizer. This was still a game then, not an attack. Soundwave softened his grip and had the cable lick with electric wire tongues at the transformation seams along Megatron's aft. His leader hummed in consent. Soundwave could see what was happening. This was not at all an offering; it was a challenge. Megatron might even let himself be taken if Soundwave could offer up enough persuasion, and Soundwave was fully used to earning his master's approval.

The image of his master allowing himself to be dominated made his engine burn and wrought from it a fierce rumble. The drone coiled his cable around Megaton's upper leg like tying a knot. The glowing cord constricted enough to dent, coursing electric currents along the metal plains of Megatron's leg. It unwound sensually but swiftly, rubbing inside the leg armor and against softer metal, looping around the grey limb and creating a cocoon of electromagnetism that practically burned. With a slithering shift and scrape, the shape of the cable tugged the whirring charged electrons up Megatron's leg and against his aft and crotch, igniting the metal with sensation. A path of mechanoreceptors carved its way up the limb, sending wild messages of pleasure through Megatron's neural network.

"Ah, yes, Soundwave. Excellent…" he breathed. Encouragingly he sucked even harder and deep-throated the spike in his mouth. He licked a small amount on lubrication from the tip, his field jittering with anticipation. He didn't want to wait. It was nothing but vanity which kept him from opening his valve ordering Soundwave to hurry up and do it already.

Although he could never safely admit it, Megatron did like having his valve stimulated. It had been centuries since any mech besides himself had touched it. The physical feeling was good, but the psychological connotations prevented him from inviting anyone to pleasure him that way. It felt too much like submission. Too much like conceding to defeat. Decepticons were rough, it went without saying. Any sign of submission would be used against them. It would be more than just an embarrassment to have anyone in his army know he occasionally preferred to use his valve during interfacing, it would be a scandal.

Megatron had no intention of relinquishing control, no matter who he was with. He had to trust Soundwave knew that. He was willing to trust the drone not to misinterpret this whole situation. He could play this off as a game of taunting and obedience. He could bait his loyal drone into mutual satisfaction by letting Soundwave think he had some say in the matter.

Megatron drew himself up momentarily to rake his claws down the lilting patterns of bioluminescence on Soundwave's torso. The dark mech shivered visibly and the purple lines flashed hot purple. Megatron pitched his vocals low and rumbled, "Show me how you intend to use those delectable cables of yours to penetrate your leader…your lover." The quiet hiss of his valve cover retracting was deliberate.

Frame burning and ventilations erratic, Soundwave rubbed the rim of the valve with the length of his cable in a tempting up and down motion, collecting lubricant. Straight away Megatron's valve opened a little wider invitingly.

Soundwave's speakers played back, _"Lover…"_ as the cable twisted to coat its other sides with the dripping lubrication. Twisting again, the cable's claws emitted low frequency zaps to the area around valve before transforming to fit flush inside the length of the black cable. Like whiskers, the cable's inner wires began to wiggle, tickling the valve rim and scurrying inside.

"Yes, Soundwave. Yes, do it!" A command, Megatron convinced himself, not an invitation.

The wires fanned out inside the valve, expanding in the shape of a ring. Like fingertips against a wall, the wire-tips trailed along the valve's sides, top, bottom as the cable pushed curiously inside.

Megatron hummed adoringly around Soundwave's spike.

Soundwave released a low-powered, drawn out ebb of electricity while pulling out just slightly and then pressing deeper in, stopping short when his master cried out.

"Arrrhhhyes, Soundwave! Right there. Like that." Lubricant dribbled from his valve and soaked the probing cables. In earnest his hands grasped Soundwave's spike tightly and he rubbed them up and down while licking every little ridge of the spike, every glowing purple lining. It was more intense than he had predicted.

The parade of sensations set Soundwave's engine rumbling, satisfied and thrilled to be pleasing his Lord, desperate to repay Megatron for the bliss reining over his frame. The cable pulled out just a short distance only to shove back inside to that same midway point four, five times. On the final thrust a sharp jab of electricity jumped from the tickling wires. Then slowly he pushed all the way inside and did something of the same: short tiny thrusts finishing with a burst of energy.

"Uffhhfrag, yes, Soundwave! Frag. This is…no other mech…." The sentence rolled over, finished prematurely.

Soundwave assumed he was referring to the cables. Or maybe no one had the honor of doing this but Soundwave? His CPU was distributed elsewhere; not to any higher cognitive circuits. It didn't matter. He kept going.

A second cable which Soundwave had momentarily abandoned came back to life as Soundwave remembered it, and it bent to suck electricity from Megatron's chassis. Feeling a little bold, Soundwave sent the cable out on a mission. It nipped and rubbed over his Lord's Decepticon brand before sliding down, imitating the first one by hugging each contour as it travelled down Megatron's torso. The warlord hummed in approving concurrence. A soft whir and a few clicks as the cable-head transformed and started kissing the perimeter of Megatron's valve. The warlord only spread his legs wider. That was permission enough for Soundwave. The cable already inside ceased its pumping rhythm but kept wiggling its inner wires over Megatron's ceiling nodes, assuring him things would resume shortly. Carefully the black length of the cable pulled upwards, pressing the top calipers perhaps a bit further than they were meant to go. As if it had a mind of its own, the second cable suddenly seemed to realize the slight opening alongside its twin, and traded caressing the outside rim for creeping inside the mouth of Megatron's slick valve, much to Megaton's vocal approval. It wriggled alongside its twin inexorably, prying calipers open and nestling soundly at the very back. The two cables shifted a bit, familiarizing themselves to their new home before they were ready to explore.

With a lusty moan, Megatron's administrations to Soundwave's spike grew fiercer, more vigorous. He sucked hard at the base and twisted his neck to light up tactile receptors all along Soundwave's length in a screw-like motion. He pressed his lips down to the hilt and had the soft walls of his ventilation unit milk the pulsing member.

Soundwave trilled and spat static.

In opposite directions the two cables pulled out and pushed back in, moving as if walking inside the tight valve and creating massive loads of friction. Friction against each other which made sparks fly, friction against the valve walls which sent scorching messages of sensation to every node they scraped against. The motion was punctuated by sudden twists and unexpected changes in pace. Soundwave monitored his leader's EM field for any notifications of which movements were causing the most response, intent on learning exactly what his Lord craved so he could tease him with it and draw this moment out for as long as he was allowed.

The friction drove excess splashes of lubricant out of Megatron's valve and sent it dripping down the second cable's length. All that liquid served to conduct more and more electricity. Pulses of energy latched on to the length of Soundwave's cable and throbbed all the way down to his torso. The energy inside Megatron's valve was now digging deeper and spreading farther into his frame, not just in the valve walls but out to his hips and inner thighs and stomach. Both mechs moaned and sighed at the reverberation of energy flowing between and inside them.

Megatron's charged valve was likely hypersensitive now because of the tornado of both electric and tactile stimulation. Soundwave continued to take cues from Megatron's field, striking hard with electricity to create a bellow of lust from his master, then wiggling his cables tauntingly, tapping the roof and floor of Megatron's valve alternatively to make the warlord growl in impatience as overload dangled just out of reach.

Unwilling to tolerate his overconfident spy's games, Megatron rose to grab Soundwave's hip shields and thrust him hard against the wall. Climbing further up on the berth to meet the drone, Megatron rubbed his twitching member against Soundwave's own, making Soundwave practically swoon at the repellant magnetic charge of the two spikes. The force of the like-charges resisting each other both pressed into the tactile sensors on the underside of their spikes and tugged at some electrical hot spots.

"This... feeling. I've never had this before. I…no other mech has made me so charged up like this. I want you. I want all of you." Megatron was shaking, emboldening Soundwave and making him continue all that he was doing.

He moved the cables in tandem in and out and in, sending fierce tides of electricity to pummel the surrounding nodes. That crashing wave of electricity was exactly what Megatron needed to send him sailing into overload, and a persistent crackle of energy around the vibrating cables swiftly wrought out a second weaker climax. Soundwave pumped harder but slower, pausing slightly when the cables pierced all the way in and knocked the back wall of his lover's valve. Megatron fell against him and quaked. His knees could no longer hold him up and he sank his weight down onto bended legs, leaning every ounce of himself against the smaller drone and moaning long and low.

"Yes," he rasped, "Soundwave, keep going, keep this up...!" Sensors along Soundwave's cables identified the harsh spasms of his master's newest overload, and he increased the speed of his pumping to draw out the sensation and make it last. He kept going as ordered.

A half-uttered scream ground to a tepid growl as Megatron jolted against him and rode out the aftershocks of his next climax, fans a cacophony of drumming metal.

Soundwave let his movements slow to allow his leader some time to reboot his vitals, sliding the cables in a calm, almost soothing manner. Megatron had to take some time recover, but soon he was straightening up and grinding wantonly against his small partner. Soundwave arched and _rubbed_ into the giant mech pulling him in, gripping Megatron's aft with sharp fingers, positively drunk on all the charged particles that had come off Megatron during those multiple overloads. When the movements slowed, Megatron reached around to grab his own spike and tuck in underneath Soundwave's. Tactile nodes were shoved online along the tops of their spikes due to magnetic charge. Haphazardly the spikes locked together. The magnetic push and pull of like charges were grating against each other and made them both groan with a brutal shiver. Then Megatron shoved a hand between Soundwave's thighs and slipped two digits inside his officer's open port. The cables stilled as Soundwave's valve was penetrated, and his engine hiccupped.

The next thing Megatron did was place his other hand on Soundwave's visor, grabbing and tilting his spy's head up. Megatron leaned over his TIC, mouth plates touching the black surface of his mask as he whispered, "Off."

Immediately came the sounds of switches unlocking, followed by Megatron peeling the visor off to gain access to Soundwave's smooth grey derma. He pressed his scarred face against Soundwave's then, meeting his mouth in a hard kiss and biting the drone's bottom lip. To that Soundwave wriggled his hips and pulled his cables out partially, giving shallow but quick thrusts while clumsily moving his mouth in imitation of a kiss.

"I am going to show you how good it feels to overload again and again," the warlord panted huskily into his mouth, sealing that promise with a kiss, "I want to frag you all night, keep you coming, coming until you can't even remember your own name. The only word you will remember," he whispered low, "Is '_Megatron_.'" And with that he tugged Soundwave's stammering cables out of his valve with a shiver and a grin. He nudged the cables against Soundwave's wet valve, holding the calipers open with the same two digits and attempting to slide both cables inside. One dove in willingly, but the other started twisting and bunching, trying to back out almost as soon as it was stuffed passed the second outer caliper. Silently agreeing to his lover's wishes, Megatron released the retreating cable, and it promptly stretched out gracefully, and then wrapped itself around Megatron's gleaming torso. It _squeezed _as it shocked and then loosened and waited for the warlord to continue.

Megatron told Soundwave to continue doing to himself what he had been doing to his master, to which Soundwave's fans shuttered, and his valve clenched the cable in anticipation. The appendage was already perfectly lubricated and ready for use. Soundwave tightened his inner calipers around it and twisted. A multi-toned stutter was the beautiful result.

"Mmmm," Megatron sighed, rocking into Soundwave and causing an appetizing frottage between their joined spikes. "Yes, like that. Continue, Soundwave," he said as he turned around to straddle Soundwave's hips. He pivoted his own hips upwards, wrapped his digits around the hot black and purple spike before him. After giving it a soft pet with his thumb, the warlord held the spike in place and lowered himself onto it in an easy rocking motion. He noticed the cable had stalled so he flicked it with his sharp claws, reminding it of its duty. Brought back from its daze, the cable again began twisting in and out of Soundwave's crackling port, soft jolts of electricity audible. "That's better," Megatron huffed.

He was now fully seated on his partner's spike. He noticed then that the cable previously wrapped tight round his waist had come undone and was stroking his torso, making a loop from the black length and shimmying up his purple fenders, facing his steel-colored stomach plating and electrifying all the way down. Sparks caught on every groove and penetrated even the smaller gaps of that gleaming grey armor. Megatron was rolling his hips leisurely, milking Soundwave's pulsing spike with gentle pulls of his calipers. The little mouths of the calipers rippled along the length of Soundwave's slender spike, catching in the thin ridges and making Soundwave's fans thunder shamelessly.

The drone arched when electricity shook his valve walls at the same time Megatron shoved his weight on his burning spike. His head flung to the side and he set up a frantic rhythm with the cable inside him pumping with short fast strokes to the back wall of his port. Megatron moaned in satisfaction, consequently leaking lubricant all over Soundwave's titillated spike and strengthening the conduction there.

Coaxing out one more quiet moan, Soundwave's free cable abandoned stomach-caressing and dove for Megatron's lonely spike. The teeth of the cable's tip bit onto the gunmetal and violet length. The inner wires wrapped around tightly and dug into the area just below the head, tingling with the smallest voltage of electricity. Soundwave slowed the movements of his own cable to focus on the one given to Megatron. He purred happily as he lavished attention on his precious leader's spike, holding his cable at an acute angle and pressing all the way down its length and to the very edge of Megatron's valve, where he let loose a jolt without warning. Megatron shouted and instinctively clenched his valve walls tight into Soundwave's spike, thus drawing a yell from the spy to harmonize with his master's. Soundwave's speakers were involuntarily beeping out long warbling notes mixed with high short chirps. His frame nearly vibrated from the embrace of so many exquisite sensations.

This felt safe. This was good, he told himself. Trust Megatron. Trust yourself. Soundwave told himself that he was resilient and durable. He could survive even a total systems failure. He could do it. He could even…let Megatron watch. Maybe.

Soundwave noted then how Megatron wasn't facing him, and in their current position could not in fact watch him. He catalogued that Megatron was allowing him to service himself (in addition to physically admiring his spike from above), which gave him control over the pace and intensity. This way he wasn't on display. He wasn't being judged on performance. He had even been allowed to keep his mask on for the most part. He wondered if this had been coordinated intentionally, if his leader knew this would put him at considerable ease. He wondered if it was out of love or out of the sheer feeling of power that would come if Megatron got him to overload on command. He stopped wondering.

Almost mindlessly he continued encasing his Lord's spike with scrumptious electricity while tapping and lightly pinching at it, searching for tactile nodes, trying to but not quite monitoring levels of pleasure radiating from Megatron's field. Such intense levels of ecstasy were being baked into his already burning frame. He felt like maybe it was too much, maybe it was dangerous for him, but he didn't want to stop. He couldn't stop. Everything felt so delectably good; so good he wanted to laugh. He licked his lips hungrily.

"Soundwave…" His master's whisper drank up the last of his stray bandwidth; the rest was wracked with the solid mass of energy and electromagnetism storming about them.

All the expelled charge Megatron had given off hadn't actually left the atmosphere around them. Rather, it were still thick in the fields of both mechs, ready to reattach to any other charged particles. Moreover, Megatron had effectively composed a maze of circuits connecting him to Soundwave: Soundwave's spike inside him, the cable looping energy from and to Soundwave in an alternating current, the second cable wrapped around his own spike. He grabbed that second cable as if to strengthen what was already and outstanding electrical connection, and in that moment, Megatron's valve bit down on Soundwave's spike in a tremendous final overload.

Energy flew. Shared electricity blazed through them and hammered down every last circuit. The delicious sensations got better and sharper and _better, _flooding his entire frameuntil it had nowhere else to go. With mild surprise, Soundwave felt them actually starting to overflow. The charge Megatron expelled looped right back into Soundwave and shoved him splashing into his own overload. The drone stammered as he realized what was happening, riddled with sensations burning straight through his servomechanisms.

There were no errors. There was nothing at all. Nothing but freefall and release. Everything was nebulous. He was flying, gliding without navigation systems, without visual reception. He was wind covered in clouds, existing but intangible. His whole frame was somersaulting and he knew exactly what this was. This was what Megatron wanted for him. This was overloading.

He felt his offline systems booting back up momentarily, chugging through some initial confusion, and actually wished he could stop them, leave them off and run on standby mode. He wanted to hold onto this feeling a little longer, stay in the air and keep falling, but the ground was coming up fast. The heady feeling of ecstasy had crested. It was leaking away in a glorious crescendo, dripping through the cracks of his conscious mind. He tried to plug them up, to ensnare the feeling and keep it captive, but it was evaporating away like mist.

A hulking ventilation gusted through his fans, and something in the back of his processor registered a silvery giant moving, shifting, maybe getting up, and in that moment Soundwave was terrified. Was Megatron leaving? The notion of being left alone like this, exposed and torn apart from that beautiful, engulfing circuit of energy felt like the cutting of a wire, the severing of a spark artery. He and Megatron had been joined together, shared energy. Electricity had flowed through them as if they were a single circuit. He was losing that now and it felt like losing his mind.

Needy, lonely electrons tugged at Megatron's field as he hoisted himself off Soundwave's spike and pulled the spent cable from his lover's still in spasm valve. His own field soothed and pet Soundwave's and he made a non-committed sound that was perhaps supposed to be reassuring. Manually closing up Soundwave's interface hatch, the large mech heaved a satisfied sigh and kneaded his way down to Soundwave's side. Glowing ruby optics stared at him demandingly, a worried frown pinching the drone's grey lips. The lips moved to shape a word but no sound came out.

_'Stay,'_ Soundwave sent, starting to lift an arm to reach for his lover but giving up when the appendage was too heavy to bother. _'Stay.' _The dim, slanted optics continued to hold Megatron in place, speaking as much as any word might have.

"I intend to," his Lord assured him. "This is my room, after all," he added with a smile.

But Soundwave had too much of his processor offline to appreciate humor. His red optics slanted further in a smile, his face plates shaping a sleepy, happy expression. Megatron kissed him chastely.

The great Decepticon leader nuzzled Soundwave's smooth lips. Pulling away he whispered, "I'll stay if you will."


End file.
